[EXECUTION COPY]




         **************************************************************







                                CREDIT AGREEMENT

                                   dated as of

                                 January 2, 1998

                                     between

               INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS, INC.

                     The SUBSIDIARY GUARANTORS Party Hereto

                            The LENDERS Party Hereto

                                       and

                          LEHMAN COMMERCIAL PAPER INC,
                      as Administrative Agent and Arranger

                               -------------------
                                  $100,000,000
                               -------------------







         **************************************************************


<PAGE>


                                TABLE OF CONTENTS

                  This Table of Contents is not part of the  Agreement  to which
it is attached but is inserted for convenience of reference only.

                                                                            Page
                                                                            ----
Section 1.  Definitions and Accounting Matters...............................  2
         1.01  Certain Defined Terms.........................................  2
         1.02  Accounting Terms and Determinations........................... 21
         1.03  Classes and Types of Loans.................................... 22

Section 2.  The Commitments, Loans, Notes and Prepayments.................... 22
         2.01  Loans   ...................................................... 22
         2.02  Borrowings.................................................... 23
         2.03  Changes of the Commitments.................................... 24
         2.04  Commitment Fee................................................ 24
         2.05  Lending Offices............................................... 24
         2.06  Several Obligations; Remedies Independent..................... 24
         2.07  Notes   ...................................................... 25
         2.08  Optional Prepayments and Conversions or
                 Continuations of Loans...................................... 26
         2.09  Mandatory Prepayments and Reductions of Commitments........... 27

Section 3.  Payments of Principal and Interest............................... 29
         3.01  Repayment of Loans............................................ 29
         3.02  Interest...................................................... 30

Section 4.  Payments; Pro Rata Treatment; Computations; Etc. ................ 31
         4.01  Payments...................................................... 31
         4.02  Pro Rata Treatment............................................ 32
         4.03  Computations.................................................. 32
         4.04  Minimum Amounts............................................... 32
         4.05  Certain Notices............................................... 33
         4.06  Non-Receipt of Funds by the Administrative Agent.............. 34
         4.07  Sharing of Payments, Etc...................................... 35

Section 5.  Yield Protection, Etc............................................ 36
         5.01  Additional Costs.............................................. 36
         5.02  Limitation on Types of Loans.................................. 39
         5.03  Illegality.................................................... 39
         5.04  Treatment of Affected Loans................................... 40
         5.05  Compensation.................................................. 40
         5.06  U.S. Taxes.................................................... 41



                                      - i -

<PAGE>


                                                                            Page
                                                                            ----
Section 6.  Guarantee........................................................ 43
         6.01  The Guarantee................................................. 43
         6.02  Obligations Unconditional..................................... 44
         6.03  Reinstatement................................................. 45
         6.04  Subrogation................................................... 45
         6.05  Remedies...................................................... 46
         6.06  Instrument for the Payment of Money........................... 46
         6.07  Continuing Guarantee.......................................... 46
         6.08  Rights of Contribution........................................ 46
         6.09  General Limitation on Guarantee Obligations................... 47

Section 7.  Conditions....................................................... 48
         7.01  Initial Loan.................................................. 48
         7.02  Initial and Subsequent Loans.................................. 51

Section 8.  Representations and Warranties................................... 52
         8.01  Organization; Powers.......................................... 52
         8.02  Authorization; Enforceability................................. 52
         8.03  Approvals..................................................... 53
         8.04  No Breach..................................................... 53
         8.05  Financial Condition; No Material Adverse Change............... 53
         8.06  Properties.................................................... 55
         8.07  Litigation.................................................... 55
         8.08  Environmental Matters......................................... 55
         8.09  Compliance with Laws and Agreements........................... 56
         8.10  Investment Company Act........................................ 56
         8.11  Public Utility Holding Company Act............................ 56
         8.12  Taxes   ...................................................... 56
         8.13  ERISA   ...................................................... 57
         8.14  True and Complete Disclosure.................................. 57
         8.15  Use of Credit................................................. 57
         8.16  Material Agreements and Liens................................. 58
         8.17  Subsidiaries, Etc............................................. 58
         8.18  Solvency...................................................... 59
         8.19  Property of Obligors located in Maryland and Texas............ 59

Section 9.  Covenants of the Borrower........................................ 60
         9.01  Financial Statements and Other Information.................... 60
         9.02  Notices of Material Events.................................... 62
         9.03  Existence, Etc................................................ 63
         9.04  Insurance..................................................... 63
         9.05  Prohibition of Fundamental Changes............................ 64
         9.06  Liens   ...................................................... 65
         9.07  Indebtedness.................................................. 66
         9.08  Investments................................................... 67
         9.09  Restricted Payments........................................... 67
         9.10  Certain Financial Covenants................................... 67
         9.11  Hedging Agreements............................................ 68


                                     - ii -

<PAGE>


                                                                            Page
                                                                            ----
         9.12  Lines of Business............................................. 68
         9.13  Transactions with Affiliates.................................. 69
         9.14  Restrictive Agreements........................................ 69
         9.15  Subsidiary Indebtedness....................................... 70
         9.16  Use of Proceeds............................................... 70
         9.17  Certain Obligations Respecting Subsidiaries................... 70
         9.18  Modifications of Certain Documents............................ 71
         9.19  Environmental Survey.......................................... 72

Section 10.  Events of Default............................................... 72

Section 11.  The Administrative Agent and the Arranger....................... 77
         11.01  Appointment, Powers and Immunities........................... 77
         11.02  Reliance by Administrative Agent............................. 78
         11.03  Defaults..................................................... 78
         11.04  Rights as a Lender........................................... 78
         11.05  Indemnification.............................................. 79
         11.06  Non-Reliance on Administrative Agent, Arranger
                  and Other Lenders.......................................... 79
         11.07  Failure to Act............................................... 80
         11.08  Resignation or Removal of Administrative Agent............... 80
         11.09  Consents under Other Loan Documents.......................... 81
         11.10  Arranger..................................................... 81

Section 12.  Miscellaneous................................................... 82
         12.01  Notices...................................................... 82
         12.02  Waiver ...................................................... 82
         12.03  Amendments, Etc.............................................. 82
         12.04  Expenses, Etc................................................ 83
         12.05  Successors and Assigns....................................... 85
         12.06  Assignments and Participations............................... 85
         12.07  Survival..................................................... 88
         12.08  Counterparts................................................. 89
         12.09  Governing Law; Submission to Jurisdiction.................... 89
         12.10  WAIVER OF JURY TRIAL......................................... 89
         12.11  Captions..................................................... 89


SCHEDULE I   - Material Agreements and Liens
SCHEDULE II  - Restrictive Agreements
SCHEDULE III - Subsidiaries and Investments
SCHEDULE IV  - Capital Expenditures
EXHIBIT A-1  - Form of Revolving Credit Note
EXHIBIT A-2  - Form of Term Loan Note
EXHIBIT B    - Form of Security Agreement
EXHIBIT C    - Form of Guarantee Assumption Agreement
EXHIBIT D    - Form of Opinion of Counsel to the Obligors


                                     - iii -

<PAGE>


                                                                            Page
                                                                            ----
EXHIBIT E    - Form of Opinion of Special New York Counsel to LCPI






                                     - iv -

<PAGE>



          CREDIT AGREEMENT dated as of January 2, 1998, between: INTERNATIONAL
TELECOMMUNICATION DATA SYSTEMS, INC., a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Borrower"); each of the
Subsidiaries of the Borrower identified under the caption "SUBSIDIARY
GUARANTORS" on the signature pages hereto and each Subsidiary of the Borrower
that becomes a "Subsidiary Guarantor" after the date hereof pursuant to Section
9.17(a) (individually, a "Subsidiary Guarantor" and, collectively, the
"Subsidiary Guarantors" and, together with the Borrower, the "Obligors"); each
of the lenders that is a signatory hereto identified under the caption "LENDERS"
on the signature pages hereto and each lender that becomes a "Lender" after the
date hereof pursuant to Section 12.06(b) (individually, a "Lender" and,
collectively, the "Lenders"); LEHMAN COMMERCIAL PAPER INC., a Delaware
corporation, as administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the "Administrative Agent"); and LEHMAN
COMMERCIAL PAPER INC., a Delaware corporation, as arranger (in such capacity,
the "Arranger").

          The Borrower and the Subsidiary Guarantors are engaged as an
integrated group in the business of providing comprehensive transactional
billing and management information services to providers of wireless, long
distance and satellite communications services. The integrated operation
requires financing on such a basis that credit supplied to the Borrower be made
available from time to time to the Subsidiary Guarantors, as required for the
continued successful operation of the Obligors, separately, and the integrated
operation as a whole. In that connection, the Obligors have requested that the
Lenders make loans to the Borrower (to be made available by the Borrower to the
Subsidiary Guarantors) in an aggregate principal amount not exceeding
$100,000,000 to finance the operations of the Obligors, to refinance certain
existing indebtedness of the Obligors and to enable certain acquisitions and
capital expenditures by the Obligors, and for other purposes.

          To induce the Lenders to make such loans, the Obligors, the Lenders
and the Administrative Agent propose to enter into this Agreement pursuant to
which the Lenders will make loans to the Borrower, and each Subsidiary Guarantor
will guarantee the loans so made to the Borrower and each of the Obligors will
agree to execute and deliver security agreements providing for security
interests and liens to be granted by the Obligors on substantially all of their
respective Properties as collateral security for the obligations of the Obligors
to the Lenders and


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 2 -



the Administrative Agent hereunder. Each of the Obligors expects to derive
benefit, directly or indirectly, from the loans so made to the Borrower, both in
its separate capacity and as a member of the integrated group, since the
successful operation of each of the Obligors is dependent on the continued
successful performance of the functions of the integrated group as a whole.

          Accordingly, the parties hereto agree as follows:


          Section 1. Definitions and Accounting Matters.

          1.01 Certain Defined Terms. As used herein, the following terms shall
have the following meanings (all terms defined in this Section 1.01 or in other
provisions of this Agreement in the singular to have the same meanings when used
in the plural and vice versa):

          "Acquisition" means the acquisition by the Borrower of all of the
capital stock of Intelicom as described in the Acquisition Agreement.

          "Acquisition Agreement" means the Stock Purchase Agreement dated as of
January 2, 1998 by and among the Borrower, Intelicom and CSC Domestic
Enterprises, Inc.

          "Acquisition Documents" means the Acquisition Agreement and all
documents, certificates and instruments delivered pursuant thereto.

          "Affiliate" means any Person that directly or indirectly controls, or
is under common control with, or is controlled by, the Borrower. As used in this
definition, "control" (including, with its correlative meanings, "controlled by"
and "under common control with") means possession, directly or indirectly, of
power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise), provided that, in any event, any Person that owns
directly or indirectly securities having 5% or more of the voting power for the
election of directors or other governing body of a corporation or 5% or more of
the partnership or other ownership interests of any other Person (other than as
a limited partner of such other Person) will be deemed to control such
corporation or other Person. Notwithstanding the foregoing, (a) no individual
shall be an Affiliate solely by reason of his or her being a director, officer
or employee of the Borrower or any of its



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 3 -



Subsidiaries and (b) none of the Wholly Owned Subsidiaries of the Borrower shall
be Affiliates.

          "Applicable Lending Office" means, for each Lender and for each Type
of Loan, the "Lending Office" of such Lender (or of an affiliate of such Lender)
designated for such Type of Loan on the signature pages hereof or such other
office of such Lender (or of an affiliate of such Lender) as such Lender may
from time to time specify to the Administrative Agent and the Borrower as the
office by which its Loans of such Type are to be made and maintained.

          "Applicable Margin" means, with respect to any Base Rate Loan or
Eurodollar Loan, or with respect to the commitment fees payable hereunder, as
the case may be, (a) during the initial Interest Accrual Period or should an
Event of Default have occurred and be continuing, 1.250% in the case of ABR
Loans, 2.250% in the case of Eurodollar Loans and 0.500% with respect to the
Commitment Fee Rate and (b) in all other cases, the rate per annum set forth
below under the caption "Base Rate Margin", "Eurodollar Margin" or "Commitment
Fee Rate", respectively, based on the Leverage Ratio for such Interest Accrual
Period:


================================================================================
Leverage Ratio                 Base               Eurodollar       Commitment
                               Rate               Margin           Fee Rate
                               Margin
--------------------------------------------------------------------------------
Greater than                   1.250%             2.250%             0.500%
or equal to
3.0 to 1
--------------------------------------------------------------------------------
Greater than                   1.000%             2.000%             0.375%
or equal to
2.5 to 1 and
less than 3.0
to 1
--------------------------------------------------------------------------------
Less than 2.5
to 1                           0.750%             1.750%             0.375%
================================================================================

For purposes  hereof,  an "Interest  Accrual  Period" means (i)  initially,  the
period  commencing on the date hereof to but not  including  the Quarterly  Date
falling  on or  nearest  to June 30,  1998,  and  (ii)  thereafter,  the  period
commencing on a Quarterly  Date to but not including the  immediately  following
Quarterly Date.



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 4 -


          The Leverage Ratio for the initial Interest Accrual Period shall be
determined on the basis of the certificate of a Financial Officer of the
Borrower delivered pursuant to Section 7.01(d). The Leverage Ratio for any
Interest Accrual Period after the initial Interest Accrual Period shall be
determined on the basis of a certificate of a Financial Officer of the Borrower
setting forth a calculation of the Leverage Ratio as at the last day of the
fiscal quarter immediately preceding such Interest Accrual Period (i.e., the
Leverage Ratio for the Interest Accrual Period commencing July 1, 1998 shall be
determined on the basis of the Leverage Ratio as at March 31, 1998, the Leverage
Ratio for the Interest Accrual Period commencing October 1, 1998 shall be
determined on the basis of the Leverage Ratio as at June 30, 1998, and so
forth), each of which certificates shall be delivered together with the
financial statements for the fiscal quarter on which such calculation is based.

          Anything in this Agreement to the contrary notwithstanding, the
Applicable Margin for Base Rate Loans, Eurodollar Loans and commitment fees
shall be the highest rate per annum provided for above (i.e., 1.250%% with
respect to Base Rate Loans, 2.250% with respect to Eurodollar Loans and 0.500%
with respect to commitment fees) (i) during any period when an Event of Default
shall have occurred and be continuing, or (ii) if a certificate of a Financial
Officer of the Borrower shall not be delivered as provided above prior to the
beginning of any Interest Accrual Period.

          "Bankruptcy Code" means the Federal Bankruptcy Code of 1978, as
amended from time to time.

          "Base Rate" means, for any day, a rate per annum equal to the higher
of (a) the Prime Rate for such day and (b) the Federal Funds Rate for such day
plus 1/2 of 1%. Each change in any interest rate provided for herein based upon
the Base Rate resulting from a change in the Base Rate shall take effect at the
time of such change in the Base Rate.

          "Base Rate Loans" means Loans that bear interest at rates based upon
the Base Rate.

          "Basic Documents" means, collectively, the Loan Documents and the
Acquisition Documents.

          "Basle Accord" means the proposals for risk-based capital framework
described by the Basle Committee on Banking Regulations and Supervisory
Practices in its paper entitled


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 5 -



"International Convergence of Capital Measurement and Capital Standards" dated
July 1988, as amended, modified and supplemented and in effect from time to time
or any replacement thereof.

          "Business Day" means any day (a) on which commercial banks are not
authorized or required to close in New York City and (b) if such day relates to
a borrowing of, a payment or prepayment of principal of or interest on, a
Conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice
by the Borrower with respect to any such borrowing, payment, prepayment,
Conversion or Interest Period, that is also a day on which dealings in Dollar
deposits are carried out in the London interbank market.

          "Capital Expenditures" means, for any period, expenditures (including,
without limitation, the aggregate amount of Capital Lease Obligations incurred
during such period) made by the Borrower or any of its Subsidiaries to acquire
or construct fixed assets, plant and equipment (including renewals, improvements
and replacements, but excluding repairs) during such period computed in
accordance with GAAP.

          "Capital Lease Obligations" means, for any Person, all obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) Property to the extent such obligations are required
to be classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP, and, for purposes of this Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

          "Casualty Event" means, with respect to any Property of any Person,
any loss of or damage to, or any condemnation or other taking of, such Property
for which such Person or any of its Subsidiaries receives insurance proceeds, or
proceeds of a condemnation award or other compensation.

          "Class" has the meaning assigned to such term in Section 1.03.

          "Closing Date" means the date upon which the initial Loans hereunder
are made.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Commitments" means the Revolving Credit Commitments and the Term Loan
Commitments.


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 6 -



          "Continue", "Continuation" and "Continued" refer to the continuation
pursuant to Section 2.08 of a Eurodollar Loan from one Interest Period to the
next Interest Period for such Loan.

          "Convert", "Conversion" and "Converted" refer to a conversion pursuant
to Section 2.08 of one Type of Loans into another Type of Loans, which may be
accompanied by the transfer by a Lender (at its sole discretion) of a Loan from
one Applicable Lending Office to another.

          "Debt Incurrence" means the incurrence by the Borrower or any of its
Subsidiaries after the Closing Date of any Indebtedness, other than Capital
Lease Obligations and Indebtedness secured by Liens permitted by Section
9.06(h).

          "Debt Service" means, for any period, the sum, for the Borrower and
its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) all regularly scheduled payments or
prepayments of principal of Indebtedness (including, without limitation, the
principal component of any payments in respect of Capital Lease Obligations)
made during such period plus (b) all Interest Expense for such period.

          "Default" means an Event of Default or an event that with notice or
lapse of time or both would become an Event of Default.

          "Disposition" means any sale, assignment, transfer or other
disposition of any Property (whether now owned or hereafter acquired) by the
Borrower or any of its Subsidiaries to any other Person excluding any sale,
assignment, transfer or other disposition of any Property sold or disposed of in
the ordinary course of business (including without limitation the sale or other
disposition of worn-out or obsolete equipment) and on ordinary business terms.

          "Dollars" and "$" means lawful money of the United States of America.

          "EBITDA" means, for any period, the sum, for the Borrower and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) net operating income (calculated
before taxes, Interest Expense, extraordinary and unusual items and income or
loss attributable to equity in Affiliates) for such period plus (b) depreciation
and amortization (to the extent deducted in determining net operating income)
for such period. In the event


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 7 -



that the Borrower or any of its Subsidiaries acquires any business (including,
without limitation, by means of the Acquisition) during such period, EBITDA for
such period shall be calculated as if such acquisition had occurred on the first
day of such period using such reasonable estimates and pro forma adjustments
effected in accordance with generally accepted accounting principles as the
Borrower shall propose and the Majority Lenders shall approve.

          "Environmental Laws" means any and all present and future Federal,
state, local and foreign laws, rules or regulations, and any orders or decrees,
in each case as now or hereafter in effect, relating to the regulation or
protection of human health, safety or the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes into the indoor or outdoor
environment, including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes.

          "Equity Rights" means, with respect to any Person, any subscriptions,
options, warrants, commitments, preemptive rights or agreements of any kind
(including, without limitation, any shareholders' or voting trust agreements)
for the issuance, sale, registration or voting of, or securities convertible
into, any additional shares of capital stock of any class, or partnership or
other ownership interests of any type in, such Person.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "ERISA Affiliate" means any corporation or trade or business that is a
member of any group of organizations (i) described in Section 414(b) or (c) of
the Code of which the Borrower is a member and (ii) solely for purposes of
potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of
the Code and the lien created under Section 302(f) of ERISA and Section 412(n)
of the Code, described in Section 414(m) or (o) of the Code of which the
Borrower is a member.

          "ERISA Event" means any of the following events or conditions:



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 8 -



          (a) any reportable event, as defined in Section 4043(b) of ERISA and
     the regulations issued thereunder, with respect to a Plan, as to which the
     PBGC has not by regulation waived the requirement of Section 4043(a) of
     ERISA that it be notified within 30 days of the occurrence of such event
     (provided that a failure to meet the minimum funding standard of Section
     412 of the Code or Section 302 of ERISA, including, without limitation, the
     failure to make on or before its due date a required installment under
     Section 412(m) of the Code or Section 302(e) of ERISA, shall be a
     reportable event regardless of the issuance of any waivers in accordance
     with Section 412(d) of the Code); and any request for a waiver under
     Section 412(d) of the Code for any Plan;

          (b) the distribution under Section 4041 of ERISA of a notice of intent
     to terminate any Plan or any action taken by the Borrower or an ERISA
     Affiliate to terminate any Plan;

          (c) the institution by the PBGC of proceedings under Section 4042 of
     ERISA for the termination of, or the appointment of a trustee to
     administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate
     of a notice from a Multiemployer Plan that such action has been taken by
     the PBGC with respect to such Multiemployer Plan;

          (d) the complete or partial withdrawal from a Multiemployer Plan by
     the Borrower or any ERISA Affiliate that results in liability under Section
     4201 or 4204 of ERISA (including the obligation to satisfy secondary
     liability as a result of a purchaser default) or the receipt by the
     Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it
     is in reorganization or insolvency pursuant to Section 4241 or 4245 of
     ERISA or that it intends to terminate or has terminated under Section 4041A
     of ERISA;

          (e) the institution of a proceeding by a fiduciary of any
     Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce
     Section 515 of ERISA, which proceeding is not dismissed within 30 days; or

          (f) the adoption of an amendment to any Plan that, pursuant to Section
     401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of
     tax-exempt status of the trust of which such Plan is a part if the Borrower
     or an ERISA Affiliate fails to timely provide security to the Plan in
     accordance with the provisions of such Sections.


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 9 -



          "Eurodollar Base Rate" means, for any Interest Period for any
Eurodollar Loan, the rate per annum appearing on Page 3750 of the Dow Jones
Markets Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to Dollar deposits in the
London interbank market) at approximately 11:00 a.m. London time on the date two
Business Days prior to the first day of such Interest Period as the rate for
Dollar deposits having a term comparable to such Interest Period, provided that
if such rate does not appear on such page, or if such page shall cease to be
publicly available, or if the information contained on such page, in the
reasonable judgment of the Majority Revolving Credit Lenders or Majority Term
Loan Lenders (as the case may be) shall cease accurately to reflect the rate
offered by leading banks in the London interbank market as reported by any
publicly available source of similar market data selected by such Lenders, the
Eurodollar Base Rate means, for any Interest Period, the rate per annum (rounded
upwards, if necessary, to the nearest 1/16 of 1%) quoted by LCPI at
approximately 11:00 a.m. London time (or as soon thereafter as practicable) two
Business Days prior to the first day of such Interest Period for the offering by
LCPI to leading banks in the London interbank market of Dollar deposits having a
term comparable to such Interest Period and in the amount of the Eurodollar Loan
to be made by LCPI for such Interest Period. If LCPI is not participating in any
Eurodollar Loan during any Interest Period therefor, the Eurodollar Base Rate
for such Interest Period shall be determined by reference to the amount of such
Loan that LCPI would have made or had outstanding during such Interest Period
had it been participating in such Loan during such Interest Period.

          "Eurodollar Loans" means Loans that bear interest at rates based on
rates referred to in the definition of "Eurodollar Base Rate" in this Section
1.01.

          "Eurodollar Rate" means, for any Interest Period for any Eurodollar
Loan, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) determined by the Administrative Agent to be equal to the Eurodollar Base
Rate for such Interest Period divided by 1 minus the Reserve Requirement (if
any) for such Interest Period.

         "Event of Default" has the meaning assigned to such term in Section 10.



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 10 -



          "Excess Cash Flow" means, for any period, the excess of (a) EBITDA for
such period over (b) the sum of (i) Capital Expenditures made during such period
(except for any such Capital Expenditures to the extent financed with the
proceeds of Indebtedness, or Capital Lease Obligations, incurred pursuant to
Section 9.07(d) during such period) plus (ii) the aggregate amount of Debt
Service for such period plus (iii) taxes payable in cash for such period.

          "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (a) if the day for which such rate is to be determined is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day and (b) if such rate is not so published for any
Business Day, the Federal Funds Rate for such Business Day shall be the average
rate charged to LCPI on such Business Day on such transactions as determined by
the Administrative Agent.

          "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

          "Fixed Charges Ratio" means, as at any date, the ratio of (a) EBITDA
for the period of four consecutive fiscal quarters ending on or most recently
ended prior to such date to (b) the sum of (i) Capital Expenditures made during
such period plus (ii) the aggregate amount of Debt Service for such period plus
(iii) taxes for such period.

          "Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

          "GAAP" means generally accepted accounting principles applied on a
basis consistent with those that, in accordance with the last sentence of
Section 1.02(a), are to be used in making the calculations for purposes of
determining compliance with this Agreement.



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 11 -



          "Guarantee" means a guarantee, an endorsement, a contingent agreement
to purchase or to furnish funds for the payment or maintenance of, or otherwise
to be or become contingently liable under or with respect to, the Indebtedness,
other obligations, net worth, working capital or earnings of any Person, or a
guarantee of the payment of dividends or other distributions upon the stock or
equity interests of any Person, or an agreement to purchase, sell or lease (as
lessee or lessor) Property, products, materials, supplies or services primarily
for the purpose of enabling a debtor to make payment of such debtor's
obligations or an agreement to assure a creditor against loss, and including,
without limitation, causing a bank or other financial institution to issue a
letter of credit or other similar instrument for the benefit of another Person,
but excluding endorsements for collection or deposit in the ordinary course of
business. The terms "Guarantee" and "Guaranteed" used as verbs have the
correlative meanings.

          "Guarantee Assumption Agreement" means a Guarantee Assumption
Agreement substantially in the form of Exhibit C by an entity that, pursuant to
Section 9.17(a) is required to become a "Subsidiary Guarantor" hereunder in
favor of the Administrative Agent.

          "Hazardous Material" means, collectively, (a) any petroleum or
petroleum products, flammable materials, explosives, radioactive materials,
asbestos, urea formaldehyde foam insulation, and transformers or other equipment
that contain polychlorinated biphenyls ("PCB's"), (b) any chemicals or other
materials or substances that are now or hereafter become defined as or included
in the definition of "hazardous substances", "hazardous wastes", "hazardous
materials", "extremely hazardous wastes", "restricted hazardous wastes", "toxic
substances", "toxic pollutants", "contaminants", "pollutants" or words of
similar import under any Environmental Law and (c) any other chemical or other
material or substance, exposure to which is now or hereafter prohibited, limited
or regulated under any Environmental Law.

          "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

          "Indebtedness" means, for any Person: (a) obligations created, issued
or incurred by such Person for borrowed money (whether by loan, the issuance and
sale of debt securities or the sale of Property to another Person subject to an
understanding or


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 12 -


agreement, contingent or otherwise, to repurchase such Property from such
Person); (b) obligations of such Person to pay the deferred purchase or
acquisition price of Property or services, other than trade accounts payable
(other than for borrowed money) arising, and accrued expenses incurred, in the
ordinary course of business so long as such trade accounts payable are payable
within 90 days of the date the respective goods are delivered or the respective
services are rendered; (c) Indebtedness of others secured by a Lien on the
Property of such Person, whether or not the respective indebtedness so secured
has been assumed by such Person; (d) obligations of such Person in respect of
letters of credit or similar instruments issued or accepted by banks and other
financial institutions for account of such Person; (e) Capital Lease Obligations
of such Person; and (f) Indebtedness of others Guaranteed by such Person.

          "Intelicom" means CSC Intelicom, Inc.

          "Interest Coverage Ratio" means, as at any date of determination
thereof, the ratio of (a) EBITDA for the period of four fiscal quarters ending
on or most recently ended prior to such date to (b) Interest Expense for such
Period.

          "Interest Expense" means, for any period, the sum, for the Borrower
and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) all interest in respect of
Indebtedness (including, without limitation, the interest component of any
payments in respect of Capital Lease Obligations) accrued or capitalized during
such period (whether or not actually paid during such period) (b) minus interest
income received in cash during such period plus (c) the net amount payable (or
minus the net amount receivable) under Hedging Agreements relating to interest
during such period (whether or not actually paid or received during such
period).

          "Interest Period" means, for any Eurodollar Loan, each period
commencing on the date such Eurodollar Loan is made or Converted from a Loan of
another Type or (in the event of a Continuation) the last day of the next
preceding Interest Period for such Loan and (subject to the provisions of
Section 2.01(c)) ending on the numerically corresponding day in the first,
second, third or sixth calendar month thereafter, as the Borrower may select as
provided in Section 4.05, except that each Interest Period that commences on the
last Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 13 -


calendar month. Notwithstanding the foregoing: (i) if any Interest Period for
any Revolving Credit Loan would otherwise end after the Revolving Credit
Commitment Termination Date, such Interest Period shall end on the Revolving
Credit Commitment Termination Date; (ii) if any Interest Period for any Term
Loan would otherwise end after the Term Loan Maturity Date, such Interest Period
shall end on the Term Loan Maturity Date; (iii) no Interest Period for any Term
Loan may commence before and end after any Principal Payment Date unless, after
giving effect thereto, the aggregate principal amount of the Term Loans having
Interest Periods that end after such Principal Payment Date shall be equal to or
less than the aggregate principal amount of the Term Loans permitted to be
outstanding after giving effect to the payments of principal required to be made
on such Principal Payment Date; (iv) each Interest Period that would otherwise
end on a day that is not a Business Day shall end on the next succeeding
Business Day (or, in the case of an Interest Period for a Eurodollar Loan, if
such next succeeding Business Day falls in the next succeeding calendar month,
on the next preceding Business Day); and (v) notwithstanding clauses (i), (ii)
and (iii) above, no Interest Period shall have a duration of less than one month
and, if the Interest Period for any Eurodollar Loan would otherwise be a shorter
period, such Loan shall not be available hereunder for such period.

          "Investment" means, for any Person: (a) the acquisition (whether for
cash, Property, services or securities or otherwise) of capital stock, bonds,
notes, debentures, partnership or other ownership interests or other securities
of any other Person or any agreement to make any such acquisition (including,
without limitation, any "short sale" or any sale of any securities at a time
when such securities are not owned by the Person entering into such sale); (b)
the making of any deposit with, or advance, loan or other extension of credit
to, any other Person (including the purchase of Property from another Person
subject to an understanding or agreement, contingent or otherwise, to resell
such Property to such Person), but excluding any such advance, loan or extension
of credit having a term not exceeding 90 days arising in connection with the
sale of inventory or supplies by such Person in the ordinary course of business;
(c) the entering into of any Guarantee of, or other contingent obligation with
respect to, Indebtedness or other liability of any other Person and (without
duplication) any amount committed to be advanced, lent or extended to such
Person; or (d) the entering into of any Hedging Agreement.

          "LCPI" means Lehman Commercial Paper Inc.



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 14 -



          "Leverage Ratio" means, as at any date of determination thereof, the
ratio of (a) Indebtedness of the Borrower and its Subsidiaries (determined on a
consolidated basis, without duplication, in accordance with GAAP) as at such
date to (b) EBITDA for the period of four fiscal quarters ending on or most
recently ended prior to such date.

          "Lien" means, with respect to any Property, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this Agreement and the other Loan Documents, a Person
shall be deemed to own subject to a Lien any Property that it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement (other than an
operating lease) relating to such Property.

          "Loan Documents" means, collectively, this Agreement, the Notes and
the Security Documents.

          "Loans" means the Revolving Credit Loans and the Term Loans.

          "Majority Lenders" means, subject to the last paragraph of Section
12.03, Lenders having more than 50% of the sum of (a) the aggregate outstanding
principal amount of the Term Loans or, if the Term Loans shall not have been
made, the aggregate outstanding principal amount of the Term Loan Commitments,
as the case may be, plus (b) the sum of (i) the aggregate unused amount, if any,
of the Revolving Credit Commitments plus (ii) the aggregate outstanding
principal amount of the Revolving Credit Loans.

          "Majority Revolving Credit Lenders" means Revolving Credit Lender
having more than 50% of the aggregate amount of the Revolving Credit Commitments
or, if the Revolving Credit Commitments shall have terminated, Lenders holding
more than 50% of the aggregate unpaid principal amount of the Revolving Credit
Loans.

          "Majority Term Loan Lenders" means Term Loan Lenders holding more than
50% of the aggregate outstanding principal amount of the Term Loans or, if the
Term Loans shall not have been made, more than 50% of the Term Loan Commitments.

          "Margin Stock" means "margin stock" within the meaning of Regulations
G, T, U and X.



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 15 -



          "Material Adverse Effect" means a material adverse effect on (a) the
Property, business, operations, financial condition, prospects, liabilities or
capitalization of the Borrower and its Subsidiaries taken as a whole, (b) the
ability of any Obligor to perform its obligations under any of the Loan
Documents to which it is a party, (c) the validity or enforceability of any of
the Loan Documents, (d) the rights and remedies of the Lenders and the
Administrative Agent under any of the Loan Documents or (e) the timely payment
of the principal of or interest on the Loans or other amounts payable in
connection therewith.

                  "Multiemployer  Plan" means a  multiemployer  plan  defined as
such in  Section  3(37) of ERISA to which  contributions  have  been made by the
Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA.

          "Net Available Proceeds" means:

          (i) in the case of any Disposition, the amount of Net Cash Payments
     received in connection with such Disposition;

          (ii) in the case of any Casualty Event, the aggregate amount of
     proceeds of insurance, condemnation awards and other compensation received
     by the Borrower and its Subsidiaries in respect of such Casualty Event net
     of (A) reasonable expenses incurred by the Borrower and its Subsidiaries in
     connection therewith and (B) contractually required repayments of
     Indebtedness to the extent secured by a Lien on such Property and any
     income and transfer taxes payable by the Borrower or any of its
     Subsidiaries in respect of such Casualty Event; and

          (iii) in the case of any Debt Incurrence, the aggregate amount of all
     cash received by the Borrower and its Subsidiaries in respect of such Debt
     Incurrence net of reasonable expenses incurred by the Borrower and its
     Subsidiaries in connection therewith.

          "Net Cash Payments" means, with respect to any Disposition, the
aggregate amount of all cash payments, and the fair market value of any non-cash
consideration, received by the Borrower and its Subsidiaries directly or
indirectly in connection with such Disposition; provided that (a) Net Cash
Payments shall be net of (i) the amount of any legal, title and recording tax
expenses, commissions and other fees and expenses paid by the Borrower and its
Subsidiaries in connection with such


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 16 -


Disposition and (ii) any Federal, state and local income or other taxes
estimated to be payable by the Borrower and its Subsidiaries as a result of such
Disposition (but only to the extent that such estimated taxes are in fact paid
to the relevant Federal, state or local governmental authority within three
months of the date of such Disposition) and (b) Net Cash Payments shall be net
of any repayments by the Borrower or any of its Subsidiaries of Indebtedness to
the extent that (i) such Indebtedness is secured by a Lien on the Property that
is the subject of such Disposition and (ii) the transferee of (or holder of a
Lien on) such Property requires that such Indebtedness be repaid as a condition
to the purchase of such Property.

          "Notes" means the Revolving Credit Notes and the Term Loan Notes.

          "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

          "Permitted Investments" means: (a) direct obligations of the United
States of America, or of any agency thereof, or obligations guaranteed as to
principal and interest by the United States of America, or of any agency
thereof, in either case maturing not more than 180 days from the date of
acquisition thereof; (b) certificates of deposit issued by any bank or trust
company organized under the laws of the United States of America or any state
thereof and having capital, surplus and undivided profits of at least
$500,000,000, maturing not more than 180 days from the date of acquisition
thereof; and (c) commercial paper rated A-1 or better or P-1 by Standard &
Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., or
Moody's Investors Services, Inc., respectively, maturing not more than 180 days
from the date of acquisition thereof; in each case so long as the same (x)
provide for the payment of principal and interest (and not principal alone or
interest alone) and (y) are not subject to any contingency regarding the payment
of principal or interest.

          "Person" means any individual, corporation, company, voluntary
association, partnership, limited liability company, joint venture, trust,
unincorporated organization or government (or any agency, instrumentality or
political subdivision thereof).

          "Plan" means an employee benefit or other plan established or
maintained by the Borrower or any ERISA Affiliate


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 17 -


and that is covered by Title IV of ERISA, other than a Multiemployer Plan.

          "Post-Default Rate" means a rate per annum equal to 2% plus the Base
Rate as in effect from time to time plus the Applicable Margin for Base Rate
Loans, provided that, with respect to principal of a Eurodollar Loan that shall
become due (whether at stated maturity, by acceleration, by optional or
mandatory prepayment or otherwise) on a day other than the last day of the
Interest Period therefor, the "Post-Default Rate" shall be, for the period from
and including such due date to but excluding the last day of such Interest
Period, 2% plus the interest rate for such Loan as provided in Section 3.02(b)
and, thereafter, the rate provided for above in this definition.

          "Prime Rate" means the rate of interest from time to time announced by
Citibank, N.A. as its base rate.

          "Principal Payment Dates" means the Quarterly Dates falling on or
nearest to March 31, June 30, September 30 and December 31 of each year,
commencing with March 31, 2000, through and including December 31, 2003.

          "Property" means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.

          "Quarterly Dates" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date hereof.

          "Registered Holder" has the meaning assigned to such term in Section
5.06(a)(ii).

          "Registered Loan" has the meaning assigned to such term in Section
2.07(e).

          "Registered Note" has the meaning assigned to such term in Section
2.07(e).

          "Regulations A, D, G, T, U and X" means, respectively, Regulations A,
D, G, T, U and X of the Board of Governors of the Federal Reserve System (or any
successor), as the same may be modified and supplemented and in effect from time
to time.

          "Regulatory Change" means, with respect to any Lender, any change
after the date hereof in Federal, state or foreign law or regulations
(including, without limitation, Regulation D) or


                                Credit Agreement
                                ----------------

<PAGE>
<PAGE>
                                     - 18 -



the adoption or making after such date of any interpretation, directive or
request applying to a class of banks including such Lender of or under any
Federal, state or foreign law or regulations (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful) by any
court or governmental or monetary authority charged with the interpretation or
administration thereof.

          "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including, without limitation, the movement
of Hazardous Materials through ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata.

          "Reserve Requirement" means, for any Interest Period for any
Eurodollar Loan, the average maximum rate at which reserves (including, without
limitation, any marginal, supplemental or emergency reserves) are required to be
maintained during such Interest Period under Regulation D by member banks of the
Federal Reserve System in New York City with deposits exceeding one billion
Dollars against "Eurocurrency liabilities" (as such term is used in Regulation
D). Without limiting the effect of the foregoing, the Reserve Requirement shall
include any other reserves required to be maintained by such member banks by
reason of any Regulatory Change with respect to (i) any category of liabilities
that includes deposits by reference to which the Eurodollar Base Rate for any
Interest Period for any Eurodollar Loans is to be determined as provided in the
definition of "Eurodollar Base Rate" in this Section 1.01 or (ii) any category
of extensions of credit or other assets that includes Eurodollar Loans.

          "Restricted Payment" means dividends (in cash, Property or
obligations) on, or other payments or distributions on account of, or the
setting apart of money for a sinking or other analogous fund for, or the
purchase, redemption, retirement or other acquisition of, any shares of any
class of stock of the Borrower or of any warrants, options or other rights to
acquire the same (or to make any payments to any Person, such as "phantom stock"
payments, where the amount thereof is calculated with reference to the fair
market or equity value of the Borrower or any of its Subsidiaries), but
excluding dividends payable solely in shares of common stock of the Borrower.

          "Revolving Credit Commitment" means, as to each Revolving Credit
Lender, the obligation of such Lender to make Revolving Credit Loans in an
aggregate principal amount at any


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 19 -



one time outstanding up to but not exceeding the amount set opposite the name of
such Lender on the signature pages hereof under the caption "Revolving Credit
Commitment" or, in the case of a Person that becomes a Revolving Credit Lender
pursuant to an assignment permitted under Section 12.06(b), as specified in the
respective instrument of assignment pursuant to which such assignment is
effected (as the same may be reduced at any time or from time to time pursuant
to Section 2.03 or 2.09). The original aggregate principal amount of the
Revolving Credit Commitments is $30,000,000.

          "Revolving Credit Commitment Termination Date" means the Quarterly
Date falling on or nearest to January 2, 2003.

          "Revolving Credit Lenders" means (a) on the date hereof, the Lenders
having Revolving Credit Commitments on the signature pages hereof and (b)
thereafter, the Lenders from time to time holding Revolving Credit Loans and
Revolving Credit Commitments after giving effect to any assignments thereof
permitted by Section 12.06(b).

          "Revolving Credit Loans" means the loans provided for in Section
2.01(a), which may be Base Rate Loans and/or Eurodollar Loans.

          "Revolving Credit Notes" means the promissory notes provided for in
Section 2.07(a) and all promissory notes delivered in substitution or exchange
therefor, in each case as the same shall be modified and supplemented and in
effect from time to time. The term "Revolving Credit Notes" shall include any
Registered Notes evidencing Revolving Credit Loans executed and delivered
pursuant to Section 2.07(e).

          "Security Agreement" means a Security Agreement substantially in the
form of Exhibit B between the Obligors and the Administrative Agent, as the same
shall be modified and supplemented and in effect from time to time.

          "Security Documents" means, collectively, the Security Agreement and
all Uniform Commercial Code financing statements required by the Security
Agreement to be filed with respect to the security interests in personal
Property and fixtures created pursuant to the Security Agreement.

          "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership or other entity of which at least a
majority of the securities or other ownership interests having by the terms
thereof ordinary voting


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 20 -



power to elect a majority of the board of directors or other persons performing
similar functions of such corporation, limited liability company, partnership or
other entity (irrespective of whether or not at the time securities or other
ownership interests of any other class or classes of such corporation, limited
liability company, partnership or other entity shall have or might have voting
power by reason of the happening of any contingency) is at the time directly or
indirectly owned or controlled by such Person or one or more Subsidiaries of
such Person or by such Person and one or more Subsidiaries of such Person.
Unless otherwise specified, "Subsidiary" means a subsidiary of the Borrower.

          "Term Loan Commitment" means, as to each Term Loan Lender, the
obligation of such Lender to make a Term Loan in a principal amount up to but
not exceeding the amount set opposite the name of such Lender on the signature
pages hereof under the caption "Term Loan Commitment" or, in the case of a
Person that becomes a Term Loan Lender pursuant to an assignment permitted under
Section 12.06(b), as specified in the respective instrument of assignment
pursuant to which such assignment is effected (as the same may be reduced at any
time or from time to time pursuant to Section 2.03 or 2.09). The original
aggregate principal amount of the Term Loan Commitments is $70,000,000.

          "Term Loan Commitment Termination Date" means the earlier to occur of
the Closing Date and January 2, 1998.

          "Term Loan Lenders" means (a) on the date hereof, the Lenders having
Term Loan Commitments on the signature pages hereof and (b) thereafter, the
Lenders from time to time holding Term Loans and Term Loan Commitments after
giving effect to any assignments thereof permitted by Section 12.06(b).

          "Term Loan Maturity Date" means the Quarterly Date falling on or
nearest to January 2, 2004.

          "Term Loan Notes" means the promissory notes provided for in Section
2.07(b) and all promissory notes delivered in substitution or exchange therefor,
in each case as the same shall be modified and supplemented and in effect from
time to time. The term "Term Loan Notes" shall include any Registered Notes
evidencing Term Loans executed and delivered pursuant to Section 2.07(e).

          "Term Loans" means the loans provided for in Section 2.01(b), which
may be Base Rate Loans and/or Eurodollar Loans.


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 21 -


          "TRIS" means TRIS, a Division of CSC Intelicom, Inc.

          "Type" has the meaning assigned to such term in Section 1.03.

          "U.S. Person" means a citizen or resident of the United States of
America, a corporation, limited liability company, partnership or other entity
created or organized in or under any laws of the United States of America or any
State thereof, or any estate or trust that is subject to Federal income taxation
regardless of the source of its income.

          "U.S. Taxes" means any present or future tax, assessment or other
charge or levy imposed by or on behalf of the United States of America or any
taxing authority thereof.

          "Wholly Owned Subsidiary" means, with respect to any Person, any
corporation, partnership or other entity of which all of the equity securities
or other ownership interests (other than, in the case of a corporation,
directors' qualifying shares) are directly or indirectly owned or controlled by
such Person or one or more Wholly Owned Subsidiaries of such Person or by such
Person and one or more Wholly Owned Subsidiaries of such Person.

          1.02 Accounting Terms and Determinations.

          (a) Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at
the time of delivery thereof in the manner described in paragraph (b) of this
Section 1.02) be prepared, in accordance with generally accepted accounting
principles applied on a basis consistent with those used in the preparation of
the latest financial statements furnished to the Lenders hereunder (which, prior
to the delivery of the first financial statements under Section 9.01, shall mean
the audited financial statements as at December 31, 1996 referred to in Section
8.05). All calculations made for the purposes of determining compliance with
this Agreement shall (except as otherwise expressly provided herein) be made by
application of generally accepted accounting principles applied on a basis
consistent with those used in the preparation of the latest annual or quarterly
financial statements furnished to the Lenders pursuant to Section 9.01 (or,
prior to the delivery of the first financial statements under Section 9.01, used
in the preparation of the audited financial statements as at December 31, 1996
referred to in Section 8.05) unless (i) the Borrower shall have


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 22 -



objected to determining such compliance on such basis at the time of delivery of
such financial statements or (ii) the Majority Lenders shall so object in
writing within 30 days after delivery of such financial statements, in either of
which events such calculations shall be made on a basis consistent with those
used in the preparation of the latest financial statements as to which such
objection shall not have been made (which, if objection is made in respect of
the first financial statements delivered under Section 9.01, shall mean the
audited financial statements referred to in Section 8.05).

          (b) The Borrower shall deliver to the Lenders at the same time as the
delivery of any annual or quarterly financial statement under Section 9.01 (i) a
description in reasonable detail of any material variation between the
application of accounting principles employed in the preparation of such
statement and the application of accounting principles employed in the
preparation of the next preceding annual or quarterly financial statements as to
which no objection has been made in accordance with the last sentence of
paragraph (a) of this Section 1.02 and (ii) reasonable estimates of the
difference between such statements arising as a consequence thereof.

          (c) To enable the ready and consistent determination of compliance
with the covenants set forth in Section 9, the Borrower will not change the last
day of its fiscal year from December 31, or the last days of the first three
fiscal quarters in each of its fiscal years from March 31, June 30 and September
30, respectively.

          1.03 Classes and Types of Loans. Loans hereunder are distinguished by
"Class" and by "Type". The "Class" of a Loan (or of a Commitment to make a Loan)
refers to whether such Loan is a Revolving Credit Loan or a Term Loan, each of
which constitutes a Class. The "Type" of a Loan refers to whether such Loan is a
Base Rate Loan or a Eurodollar Loan, each of which constitutes a Type. Loans may
be identified by both Class and Type.


          Section 2. The Commitments, Loans, Notes and Prepayments.

          2.01 Loans.

          (a) Revolving Credit Loans. Each Revolving Credit Lender severally
agrees, on the terms and conditions of this Agreement, to make loans to the
Borrower in Dollars during the


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 23 -



period from and including the date that the Term Loans are made hereunder to but
not including the Revolving Credit Commitment Termination Date in an aggregate
principal amount at any one time outstanding up to but not exceeding the amount
of the Revolving Credit Commitment of such Lender as in effect from time to
time. Subject to the terms and conditions of this Agreement, during such period
the Borrower may borrow, repay and reborrow the amount of the Revolving Credit
Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert
Revolving Credit Loans of one Type into Revolving Credit Loans of another Type
(as provided in Section 2.08) or Continue Revolving Credit Loans of one Type as
Revolving Credit Loans of the same Type (as provided in Section 2.08).

          (b) Term Loans. Each Term Loan Lender severally agrees, on the terms
and conditions of this Agreement, to make a term loan to the Borrower in Dollars
on or before January 2, 1998 in a principal amount up to but not exceeding the
amount of the Term Loan Commitment of such Lender. Thereafter the Borrower may
Convert Term Loans of one Type into Term Loans of another Type (as provided in
Section 2.08) or Continue Term Loans of one Type as Term Loans of the same Type
(as provided in Section 2.08).

          (c) Limit on Eurodollar Loans. No more than three separate Interest
Periods for Term Loans, and no more than five separate Interest Periods for
Revolving Credit Loans, in respect of Eurodollar Loans from each Lender may be
outstanding at any one time, provided that prior to March 31, 1998, all
Eurodollar Loans of any Class must have an Interest Period of one month's
duration and be coterminous with the Interest Periods of all other Eurodollar
Loans of any Class, and, to the extent that prior to such date a Eurodollar Loan
would not satisfy such conditions, such Loan shall be made, or Continued as or
Converted into, a Base Rate Loan.

          2.02 Borrowings. The Borrower shall give the Administrative Agent
notice of each borrowing hereunder as provided in Section 4.05 hereof. Not later
than 1:00 p.m. New York time on the date specified for each borrowing hereunder,
each Lender shall make available the amount of the Loan or Loans to be made by
it on such date to the Administrative Agent, at such account at a bank in New
York as shall be designated by the Administrative Agent from time to time, in
immediately available funds, for account of the Borrower. The amount so received
by the Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower by depositing the same, in
immediately available funds, in an


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 24 -



account of the Borrower at a bank in New York designated by the Borrower from
time to time.

          2.03 Changes of the Commitments.

          (a) The aggregate amount of the Revolving Credit Commitments shall be
automatically reduced to zero on the Revolving Credit Commitment Termination
Date.

          (b) The Borrower shall have the right at any time or from time to time
(i) to terminate or reduce the aggregate unutilized amount of the Term Loan
Commitments, (ii) so long as no Revolving Credit Loans are outstanding, to
terminate the Revolving Credit Commitments, and (iii) to reduce the aggregate
unutilized amount of the Revolving Credit Commitments; provided that (x) the
Borrower shall give notice of each such termination or reduction as provided in
Section 4.05 and (y) each partial reduction of the Commitments of any Class
shall be in an aggregate amount equal to $1,000,000 or a larger multiple of
$1,000,000.

          (c) Any portion of the Term Loan Commitments not utilized on the
Closing Date shall be automatically terminated.

          (d) The Commitments once terminated or reduced may not be reinstated.

          2.04 Commitment Fee. The Borrower shall pay to the Administrative
Agent for account of each Lender a commitment fee on the daily average
unutilized amount of such Lender's Revolving Credit Commitment, for the period
from and including the date hereof to but not including the earlier of the date
such Revolving Credit Commitment is terminated and the Revolving Credit
Commitment Termination Date, at a rate per annum equal to 1/2 of 1%. Accrued
commitment fee shall be payable on each Quarterly Date and on the earlier of the
date the relevant Commitments are terminated and the Revolving Credit Commitment
Termination Date.

          2.05 Lending Offices. The Loans of each Type made by each Lender shall
be made and maintained at such Lender's Applicable Lending Office for Loans of
such Type.

          2.06 Several Obligations; Remedies Independent. The failure of any
Lender to make any Loan to be made by it on the date specified therefor shall
not relieve any other Lender of its obligation to make its Loan on such date,
but neither any Lender nor the Administrative Agent shall be responsible for the
failure


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 25 -



of any other Lender to make a Loan to be made by such other Lender, and (except
as otherwise provided in Section 4.06) no Lender shall have any obligation to
the Administrative Agent or any other Lender for the failure by such Lender to
make any Loan required to be made by such Lender. The amounts payable by the
Borrower at any time hereunder and under the Notes to each Lender shall be a
separate and independent debt and each Lender shall be entitled to protect and
enforce its rights arising out of this Agreement and the Notes, and it shall not
be necessary for any other Lender or the Administrative Agent to consent to, or
be joined as an additional party in, any proceedings for such purposes.

          2.07 Notes.

          (a) The Revolving Credit Loans (other than Registered Loans) made by
each Lender shall be evidenced by a single promissory note of the Borrower
substantially in the form of Exhibit A-1, dated the date hereof, payable to such
Lender in a principal amount equal to the amount of its Revolving Credit
Commitment as originally in effect and otherwise duly completed.

          (b) The Term Loans (other than Registered Loans) made by each Lender
shall be evidenced by a single promissory note of the Borrower substantially in
the form of Exhibit A-2, dated the date hereof, payable to such Lender in a
principal amount equal to the amount of its Term Loan Commitment as originally
in effect and otherwise duly completed.

          (c) The date, amount, Type, interest rate and duration of Interest
Period (if applicable) of each Loan of each Class made by each Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by such Lender on its books and, prior to any transfer of any Note
evidencing the Loans of such Class held by it, endorsed by such Lender on the
schedule attached to such Note or any continuation thereof; provided that the
failure of such Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower to make a payment when due of any amount
owing hereunder or under such Note in respect of such Loans.

          (d) No Lender shall be entitled to have its Notes substituted or
exchanged for any reason, or subdivided for promissory notes of lesser
denominations, except in connection with a permitted assignment of all or any
portion of such Lender's relevant Commitment, Loans and Notes pursuant to
Section 12.06 and except as provided in paragraph (e) of this


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 26 -



Section 2.07 (and, if requested by any Lender, the Borrower agrees to so
exchange any Note).

          (e) Notwithstanding the foregoing, any Lender that is not a U.S.
Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code may request the Borrower (through the Administrative Agent), and the
Borrower agrees thereupon, to record on the Register referred to in Section
12.06(g) any Loans of any Class held by such Lender under this Agreement. Loans
recorded on the Register ("Registered Loans") may not be evidenced by promissory
notes other than Registered Notes as defined below and, upon the registration of
any Loan, any promissory note (other than a Registered Note) evidencing the same
shall be null and void and shall be returned to the Borrower. The Borrower
agrees, at the request of any Lender that is the holder of Registered Loans, to
execute and deliver to such Lender a promissory note in registered form to
evidence such Registered Loans (i.e., containing the optional registered note
language as indicated in Exhibit A-1 or A-2, as the case may be) and registered
as provided in Section 12.06(g) (herein, a "Registered Note"), dated the date
hereof, payable to such Lender and otherwise duly completed. A Loan once
recorded on the Register may not be removed from the Register so long as it
remains outstanding and a Registered Note may not be exchanged for a promissory
note that is not a Registered Note.

          2.08 Optional Prepayments and Conversions or Continuations of Loans.
Subject to Section 4.04, the Borrower shall have the right to prepay Loans, or
to Convert Loans of one Type into Loans of another Type or Continue Loans of one
Type as Loans of the same Type, at any time or from time to time and in each
case without premium or penalty, provided that: (a) the Borrower shall give the
Administrative Agent notice of each such prepayment, Conversion or Continuation
as provided in Section 4.05 (and, upon the date specified in any such notice of
prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) Eurodollar Loans may be prepaid or Converted only on the last day of an
Interest Period for such Loans; (c) prepayments of the Term Loans shall be
applied to the installments of the Term Loans in the inverse order of their
maturities; and (d) any Conversion into or Continuation of Eurodollar Loans
shall be subject to the provisions of Section 2.01(c). Notwithstanding the
foregoing, and without limiting the rights and remedies of the Lenders under
Section 10, in the event that any Event of Default shall have occurred and be
continuing, the Administrative Agent may (and at the request of the Majority
Lenders shall) suspend the right of the Borrower to Convert any Loan into a
Eurodollar Loan, or to Continue any Loan


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 27 -



as a Eurodollar Loan, in which event all Loans shall be Converted (on the last
day(s) of the respective Interest Periods therefor) into, or Continued as, as
the case may be, Base Rate Loans.

          2.09 Mandatory Prepayments and Reductions of Commitments.

          (a) Casualty Events. Upon the date 30 days following the receipt by
the Borrower or any of its Subsidiaries of the proceeds of insurance,
condemnation award or other compensation in respect of any Casualty Event
affecting any Property of the Borrower or any of its Subsidiaries (or upon such
earlier date as the Borrower or such Subsidiary, as the case may be, shall have
determined not to repair or replace the Property affected by such Casualty
Event), the Borrower shall prepay the Loans, and/or the Commitments shall be
subject to automatic reduction, in an aggregate amount, if any, equal to 100% of
the Net Available Proceeds of such Casualty Event not theretofore applied to the
repair or replacement of such Property, such prepayment and/or reduction to be
effected in each case in the manner and to the extent specified in paragraph (e)
of this Section 2.09; provided that if, on or before the 60th day following such
receipt, the Borrower furnishes to the Administrative Agent and the Arranger a
plan for the repair or replacement of the Property affected by such Casualty
Event that the Administrative Agent and the Arranger approve in the reasonable
exercise of their discretion as appropriate in light of the nature of such
Property, the time by which such prepayment and reduction must occur shall be
extended to such later date as shall be set forth in such plan with respect to
the amount of the Net Available Proceeds referred to in such plan as will be
expended for such repair or replacement.

          (b) Excess Cash Flow. Not later than the date 90 days after the last
day of each fiscal year of the Borrower ending after the date hereof, the
Borrower shall prepay the Loans, and/or the Commitments shall be subject to
automatic reduction, in an aggregate amount equal to the excess of (A) the
Applicable Percentage (as defined below) for last day of Excess Cash Flow for
such fiscal year over (B) the aggregate amount of prepayments of Term Loans made
during such fiscal year pursuant to Section 2.08 and, after the payment in full
of the Term Loans, the aggregate amount of voluntary reductions of the Revolving
Credit Commitments made during such fiscal year pursuant to Section 2.03(b),
such prepayment and/or reduction to be effected in each case in the manner and
to the extent specified in paragraph (e) of this Section 2.09. For purposes of
the preceding sentence "Applicable Percentage" means, on any day,


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 28 -



25%, if the Leverage Ratio on such day is less than 2.50 to 1, and 50%, in all
other cases.

          (c) Sale of Assets. Without limiting the obligation of the Borrower to
obtain the consent of the Majority Lenders pursuant to Section 9.05 to any
Disposition not otherwise permitted hereunder, in the event that the Net
Available Proceeds of any Disposition (herein, the "Current Disposition"), and
of all prior Dispositions as to which a prepayment has not yet been made under
this paragraph, shall exceed $2,500,000 then, no later than five Business Days
prior to the occurrence of the Current Disposition, the Borrower will deliver to
the Lenders a statement, certified by a Financial Officer of the Borrower, in
form and detail satisfactory to the Administrative Agent, of the amount of the
Net Available Proceeds of the Current Disposition and of all such prior
Dispositions and upon the date 90 days following the receipt by the Borrower or
any of its Subsidiaries of the proceeds of the Current Disposition (or upon such
earlier date as the Borrower or such Subsidiary, as the case may be, shall have
determined not to reinvest the proceeds of the Current Disposition in Capital
Expenditures or the acquisition of any business not prohibited hereby), the
Borrower shall prepay the Loans, and/or the Commitments shall be subject to
automatic reduction, in an aggregate amount, if any, equal to 100% of the Net
Available Proceeds of the Current Disposition and such prior Dispositions not
theretofore so reinvested, such prepayment and/or reduction to be effected in
each case in the manner and to the extent specified in paragraph (e) of this
Section 2.09.

          (d) Debt Incurrence. Upon any Debt Incurrence, the Borrower shall
prepay the Loans, and/or the Commitments shall be subject to automatic
reduction, in an aggregate amount equal to 100% of the Net Available Proceeds
thereof, such prepayment and/or reduction to be effected in each case in the
manner and to the extent specified in paragraph (e) of this Section 2.09.

          (e) Application. Prepayments and/or reductions of the Commitments
described in paragraphs (a), (b), (c) or (d) of this Section 2.09 shall be
applied as follows:

          first, (i) if such prepayment and/or reduction of the Commitments is
     required to be made before the Term Loan Commitments have terminated, to
     reduce the aggregate amount of the Term Loan Commitments (and to the extent
     that, after giving effect to such reduction, the aggregate principal amount
     of the Term Loans would exceed the Term Loan Commitments, the Borrower
     shall prepay the Term Loans in an aggregate amount equal to such excess),
     and (ii) if such


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 29 -



     prepayment and/or reduction of the Commitments is required to be made after
     the Term Loan Commitments have terminated, to prepay the Term Loans, and

          second, after the payment in full of the Term Loans and the
     termination of the Term Loan Commitments, to reduce the aggregate amount of
     the Revolving Credit Commitments (and to the extent that, after giving
     effect to such reduction, the aggregate principal amount of the Revolving
     Credit Loans would exceed the Revolving Credit Commitments, the Borrower
     shall prepay the Revolving Credit Loans in an aggregate amount equal to
     such excess, such payment to be made for account of the Lenders pro rata in
     accordance with the amounts of Revolving Credit Loans then due and payable
     to the respective Lenders.

Each such prepayment of the Term Loans shall be applied to the installments
thereof in the inverse order of maturity.


          Section 3. Payments of Principal and Interest.

          3.01 Repayment of Loans.

          (a) The Borrower hereby promises to pay to the Administrative Agent
for account of each Lender the entire outstanding principal amount of such
Lender's Revolving Credit Loans, and each Revolving Credit Loan shall mature, on
the Revolving Credit Commitment Termination Date.

          (b) The Borrower hereby promises to pay to the Administrative Agent
for account of each Lender the principal of such Lender's Term Loans in sixteen
installments payable on the Principal Payment Dates as follows:

     Principal Payment Date
     Falling on or Nearest to:                 Amount of Installment ($)
     ------------------------                  -------------------------

         March 31, 2000                            $1,250,000
         June 30, 2000                              1,250,000
         September 30, 2000                         1,250,000
         December 31, 2000                          1,250,000
         March 31, 2001                             4,375,000
         June 30, 2000                              4,375,000
         September 30, 2001                         4,375,000
         December 31, 2001                          4,375,000
         March 31, 2002                             5,625,000
         June 30, 2002                              5,625,000


                                Credit Agreement
                                ----------------
<PAGE>
                                     - 30 -



         September 30, 2002                         5,625,000
         December 31, 2002                          5,625,000
         March 31, 2003                             6,250,000
         June 30, 2003                              6,250,000
         September 30, 2003                         6,250,000
         December 31, 2003                          6,250,000


If the Borrower does not borrow the full amount of the aggregate Term Loan
Commitments on the Closing Date, the shortfall shall be applied to reduce the
foregoing installments ratably.

          3.02 Interest. The Borrower hereby promises to pay to the
Administrative Agent for account of each Lender interest on the unpaid principal
amount of each Loan made by such Lender for the period from and including the
date of such Loan to but excluding the date such Loan shall be paid in full, at
the following rates per annum:

          (a) during such periods as such Loan is a Base Rate Loan, the Base
     Rate (as in effect from time to time) plus the Applicable Margin; and

          (b) during each Interest Period for such Loan during which such Loan
     is a Eurodollar Loan, the Eurodollar Rate for such Interest Period plus the
     Applicable Margin.

Notwithstanding the foregoing, the Borrower hereby promises to pay to the
Administrative Agent for account of each Lender interest at the applicable
Post-Default Rate on any principal of any Loan made by such Lender and on any
other amount payable by the Borrower hereunder or under the Notes held by such
Lender to or for account of such Lender, that shall not be paid in full when due
(whether at stated maturity, by acceleration, by mandatory prepayment or
otherwise), for the period from and including the due date thereof to but
excluding the date the same is paid in full. Accrued interest on each Loan shall
be payable (i) in the case of a Base Rate Loan, quarterly on the Quarterly
Dates, (ii) in the case of a Eurodollar Loan, on the last day of each Interest
Period therefor and, if such Interest Period is longer than three months, at
three-month intervals following the first day of such Interest Period, and (iii)
in the case of any Loan, upon the payment or prepayment thereof or the
Conversion of such Loan to a Loan of another Type (but only on the principal
amount so paid, prepaid or Converted), except that interest payable at the
Post-Default Rate shall be payable from time to time on demand. Promptly after
the determination of any interest rate provided for herein or any change
therein, the


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 31 -



Administrative Agent shall give notice thereof to the Lenders to which such
interest is payable and to the Borrower.


          Section 4. Payments; Pro Rata Treatment; Computations; Etc.

          4.01 Payments.

          (a) Except to the extent otherwise provided herein, all payments of
principal, interest and other amounts to be made by the Borrower under this
Agreement and the Notes, and, except to the extent otherwise provided therein,
all payments to be made by the Obligors under any other Loan Document, shall be
made in Dollars, in immediately available funds, without deduction, set-off or
counterclaim, to the Administrative Agent at such account at a bank in New York
as shall be designated by the Administrative Agent from time to time, not later
than 1:00 p.m. New York time on the date on which such payment shall become due
(each such payment made after such time on such due date to be deemed to have
been made on the next succeeding Business Day).

          (b) Any Lender for whose account any such payment is to be made may
(but shall not be obligated to) debit the amount of any such payment that is not
made by such time to any ordinary deposit account of the Borrower with such
Lender (with notice to the Borrower and the Administrative Agent), provided that
such Lender's failure to give such notice shall not affect the validity thereof.

          (c) The Borrower shall, at the time of making each payment under this
Agreement or any Note for account of any Lender, specify to the Administrative
Agent (which shall so notify the intended recipient(s) thereof) the Loans or
other amounts payable by the Borrower hereunder to which such payment is to be
applied (and in the event that the Borrower fails to so specify, or if an Event
of Default has occurred and is continuing, the Administrative Agent may
distribute such payment to the Lenders for application in such manner as it or
the Majority Lenders, subject to Section 4.02, may determine to be appropriate).

          (d) Each payment received by the Administrative Agent under this
Agreement or any Note for account of any Lender shall be paid by the
Administrative Agent promptly to such Lender, in immediately available funds,
for account of such Lender's Applicable Lending Office for the Loan or other
obligation in respect of which such payment is made.


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 32 -



          (e) If the due date of any payment under this Agreement or any Note
would otherwise fall on a day that is not a Business Day, such date shall be
extended to the next succeeding Business Day, and interest shall be payable for
any principal so extended for the period of such extension.

          4.02 Pro Rata Treatment. Except to the extent otherwise provided
herein: (a) each borrowing of Loans of a particular Class from the Lenders under
Section 2.01 shall be made from the relevant Lenders, each payment of commitment
fee under Section 2.04 shall be made for account of the relevant Lenders, and
each termination or reduction of the amount of the Commitments of a particular
Class under Section 2.03 shall be applied to the respective Commitments of such
Class of the relevant Lenders, pro rata according to the amounts of their
respective Commitments of such Class; (b) except as otherwise provided in
Section 5.04, Eurodollar Loans of any Class having the same Interest Period
shall be allocated pro rata among the relevant Lenders according to the amounts
of their respective Revolving Credit Commitments and Term Loan Commitments (in
the case of the making of Loans) or their respective Revolving Credit Loans and
Term Loans; (c) each payment or prepayment of principal of Revolving Credit
Loans and Term Loans by the Borrower shall be made for account of the relevant
Lenders pro rata in accordance with the respective unpaid principal amounts of
the Loans of such Class held by them; and (d) each payment of interest on
Revolving Credit Loans and Term Loans by the Borrower shall be made for account
of the relevant Lenders pro rata in accordance with the amounts of interest on
such Loans then due and payable to the respective Lenders.

          4.03 Computations. Interest on Eurodollar Loans and commitment fees
shall be computed on the basis of a year of 360 days and actual days elapsed
(including the first day but excluding the last day) occurring in the period for
which payable and interest on Base Rate Loans shall be computed on the basis of
a year of 365 or 366 days, as the case may be, and actual days elapsed
(including the first day but excluding the last day) occurring in the period for
which payable. Notwithstanding the foregoing, for each day that the Base Rate is
calculated by reference to the Federal Funds Rate, interest on Base Rate Loans
shall be computed on the basis of a year of 360 days and actual days elapsed.

          4.04 Minimum Amounts. Except for mandatory prepayments made pursuant
to Section 2.09 and Conversions or prepayments made pursuant to Section 5.04,
each borrowing, Conversion and partial prepayment of principal of Loans of
either


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 33 -



Class shall be in an aggregate amount equal to $1,000,000 or a larger multiple
of $500,000 (borrowings, Conversions or prepayments of or into Loans of
different Types or, in the case of Eurodollar Loans, having different Interest
Periods at the same time hereunder to be deemed separate borrowings, Conversions
and prepayments for purposes of the foregoing, one for each Type or Interest
Period), provided that the aggregate principal amount of Eurodollar Loans having
the same Interest Period shall be in an amount equal to $5,000,000 or a larger
multiple of $1,000,000 and, if any Eurodollar Loans would otherwise be in a
lesser principal amount for any period, such Loans shall be Base Rate Loans
during such period.

          4.05 Certain Notices. Notices by the Borrower to the Administrative
Agent of terminations or reductions of the Commitments, of borrowings,
Conversions, Continuations and optional prepayments of Loans, of Classes of
Loans, of Types of Loans and of the duration of Interest Periods shall be
irrevocable and shall be effective only if received by the Administrative Agent
not later than 10:00 a.m., New York City time, on the number of Business Days
prior to the date of the relevant termination, reduction, borrowing, Conversion,
Continuation or prepayment or the first day of such Interest Period specified
below:

                                                           Number of
                                                            Business
                  Notice                                  Days Prior
                  ------                                  ----------

         Termination or reduction
         of Commitments                                        1

         Borrowing or prepayment of,
         or Conversions into,
         Base Rate Loans                                       1

         Borrowing or prepayment of,
         Conversions into, Continuations
         as, or duration of Interest
         Period for, Eurodollar Loans                          3

Each such notice of termination or reduction shall specify the amount and the
Class of the Commitments to be terminated or reduced. Each such notice of
borrowing, Conversion, Continuation or optional prepayment shall specify the
Class of Loans to be borrowed, Converted, Continued or prepaid and the amount
(subject to Section 4.04) and Type of each Loan to be borrowed, Converted,
Continued or prepaid and the date of borrowing, Conversion,


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 34 -



Continuation or optional prepayment (which shall be a Business Day). Each such
notice of the duration of an Interest Period shall specify the Loans to which
such Interest Period is to relate. The Administrative Agent shall promptly
notify the Lenders of the contents of each such notice. In the event that the
Borrower fails to select the Type of Loan, or the duration of any Interest
Period for any Eurodollar Loan within the time period and otherwise as provided
in this Section 4.05, such Loan (if outstanding as a Eurodollar Loan) will be
automatically Converted into a Base Rate Loan on the last day of the then
current Interest Period for such Loan or (if outstanding as a Base Rate Loan)
will remain as, or (if not then outstanding) will be made as, a Base Rate Loan.

          4.06 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or the Borrower (the
"Payor") prior to the date on which the Payor is to make payment to the
Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be
made by such Lender hereunder or (in the case of the Borrower) a payment to the
Administrative Agent for account of one or more of the Lenders hereunder (such
payment being herein called the "Required Payment"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date; and, if the Payor has not in fact made the
Required Payment to the Administrative Agent, the recipient(s) of such payment
shall, on demand, repay to the Administrative Agent the amount so made available
together with interest thereon in respect of each day during the period
commencing on the date (the "Advance Date") such amount was so made available by
the Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to the Federal Funds Rate for such day and, if
such recipient(s) shall fail promptly to make such payment, the Administrative
Agent shall be entitled to recover such amount, on demand, from the Payor,
together with interest as aforesaid, provided that if neither the recipient(s)
nor the Payor shall return the Required Payment to the Administrative Agent
within three Business Days of the Advance Date, then, retroactively to the
Advance Date, the Payor and the recipient(s) shall each be obligated to pay
interest on the Required Payment as follows:

          (i) if the Required Payment shall represent a payment to be made by
     the Borrower to the Lenders, the


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 35 -



     Borrower and the recipient(s) shall each be obligated retroactively to the
     Advance Date to pay interest in respect of the Required Payment at the
     Post-Default Rate (without duplication of the obligation of the Borrower
     under Section 3.02 to pay interest on the Required Payment at the
     Post-Default Rate), it being understood that the return by the recipient(s)
     of the Required Payment to the Administrative Agent shall not limit such
     obligation of the Borrower under Section 3.02 to pay interest at the
     Post-Default Rate in respect of the Required Payment, and

          (ii) if the Required Payment shall represent proceeds of a Loan to be
     made by the Lenders to the Borrower, the Payor and the Borrower shall each
     be obligated retroactively to the Advance Date to pay interest in respect
     of the Required Payment pursuant to whichever of the rates specified in
     Section 3.02 is applicable to the Type of such Loan, it being understood
     that the return by the Borrower of the Required Payment to the
     Administrative Agent shall not limit any claim the Borrower may have
     against the Payor in respect of such Required Payment.

          4.07 Sharing of Payments, Etc.

          (a) Each Obligor agrees that, in addition to (and without limitation
of) any right of set-off, banker's lien or counterclaim a Lender may otherwise
have, each Lender shall be entitled, at its option (to the fullest extent
permitted by law), to set off and apply any deposit (general or special, time or
demand, provisional or final), or other indebtedness, held by it for the credit
or account of such Obligor at any of its offices, in Dollars or in any other
currency, against any principal of or interest on any of such Lender's Loans or
any other amount payable to such Lender hereunder, that is not paid when due
(regardless of whether such deposit or other indebtedness is then due to such
Obligor), in which case it shall promptly notify such Obligor and the
Administrative Agent thereof, provided that such Lender's failure to give such
notice shall not affect the validity thereof.

          (b) If any Lender shall obtain from any Obligor payment of any
principal of or interest on any Loan of any Class owing to it or payment of any
other amount under this Agreement or any other Loan Document through the
exercise of any right of set-off, banker's lien or counterclaim or similar right
or otherwise (other than from the Administrative Agent as provided herein), and,
as a result of such payment, such Lender shall have received a greater
percentage of the principal of or interest on


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 36 -



the Loans of such Class or such other amounts then due hereunder or thereunder
by such Obligor to such Lender than the percentage received by any other Lender,
it shall promptly purchase from such other Lenders participations in (or, if and
to the extent specified by such Lender, direct interests in) the Loans of such
Class or such other amounts, respectively, owing to such other Lenders (or in
interest due thereon, as the case may be) in such amounts, and make such other
adjustments from time to time as shall be equitable, to the end that all the
Lenders shall share the benefit of such excess payment (net of any expenses that
may be incurred by such Lender in obtaining or preserving such excess payment)
pro rata in accordance with the unpaid principal of and/or interest on the Loans
of such Class or such other amounts, respectively, owing to each of the Lenders.
To such end all the Lenders shall make appropriate adjustments among themselves
(by the resale of participations sold or otherwise) if such payment is rescinded
or must otherwise be restored.

          (c) The Borrower agrees that any Lender so purchasing such a
participation (or direct interest) may exercise all rights of set-off, banker's
lien, counterclaim or similar rights with respect to such participation as fully
as if such Lender were a direct holder of Loans or other amounts (as the case
may be) owing to such Lender in the amount of such participation.

          (d) Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of any Obligor. If, under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a set-off to
which this Section 4.07 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders entitled under this Section 4.07 to share in the
benefits of any recovery on such secured claim.


          Section 5. Yield Protection, Etc.

          5.01 Additional Costs.

          (a) The Borrower shall pay directly to each Lender from time to time
such amounts as such Lender may determine to be necessary to compensate such
Lender for any costs that such Lender determines are attributable to its making
or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar
Loans hereunder, or any reduction in any amount receivable by


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 37 -



such Lender hereunder in respect of any of such Loans or such obligation (such
increases in costs and reductions in amounts receivable being herein called
"Additional Costs"), resulting from any Regulatory Change that:

          (i) shall subject any Lender (or its Applicable Lending Office for any
     of such Loans) to any tax, duty or other charge in respect of such Loans or
     its Notes or changes the basis of taxation of any amounts payable to such
     Lender under this Agreement or its Notes in respect of any of such Loans
     (excluding changes in the rate of tax on the overall net income of such
     Lender or of such Applicable Lending Office by the jurisdiction in which
     such Lender has its principal office or such Applicable Lending Office); or

          (ii) imposes or modifies any reserve, special deposit or similar
     requirements (other than the Reserve Requirement used in the determination
     of the Eurodollar Rate for any Interest Period for such Loan) relating to
     any extensions of credit or other assets of, or any deposits with or other
     liabilities of, such Lender (including, without limitation, any of such
     Loans or any deposits referred to in the definition of "Eurodollar Base
     Rate" in Section 1.01), or any commitment of such Lender (including,
     without limitation, the Commitments of such Lender hereunder); or

          (iii) imposes any other condition affecting this Agreement or its
     Notes (or any of such extensions of credit or liabilities) or its
     Commitments.

If any Lender requests compensation from the Borrower under this paragraph, the
Borrower may, by notice to such Lender (with a copy to the Administrative
Agent), suspend the obligation of such Lender thereafter to make or Continue
Eurodollar Loans, or to Convert Loans of any other Type into Eurodollar Loans,
until the Regulatory Change giving rise to such request ceases to be in effect
(in which case the provisions of Section 5.04 shall be applicable), provided
that such suspension shall not affect the right of such Lender to receive the
compensation so requested.

          (b) Without limiting the effect of the foregoing provisions of this
Section 5.01 (but without duplication), the Borrower shall pay directly to each
Lender from time to time on request such amounts as such Lender may reasonably
determine to be necessary to compensate such Lender (or, without duplication,
the bank holding company of which such Lender is a subsidiary) for any costs
that it reasonably determines are reasonably


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 38 -



directly attributable to the maintenance by such Lender (or any Applicable
Lending Office or such bank holding company), pursuant to any law or regulation
or any interpretation, directive or request (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful) of any
court or governmental or monetary authority (i) following any Regulatory Change
or (ii) implementing any risk-based capital guideline or other requirement
(whether or not having the force of law and whether or not the failure to comply
therewith would be unlawful) hereafter issued by any government or governmental
or supervisory authority implementing at the national level the Basle Accord, of
capital in respect of its Commitments or Loans (such compensation to include,
without limitation, an amount equal to any reduction of the rate of return on
assets or equity of such Lender (or any Applicable Lending Office or such bank
holding company) to a level below that which such Lender (or any Applicable
Lending Office or such bank holding company) could have reasonably certainly
achieved but for such law, regulation, interpretation, directive or request.

          (c) Each Lender shall notify the Borrower of any event occurring after
the date hereof entitling such Lender to compensation under paragraph (a) or (b)
of this Section 5.01 as promptly as practicable, but in any event within 45
days, after such Lender obtains actual knowledge thereof; provided that (i) if
any Lender fails to give such notice within 45 days after it obtains actual
knowledge of such an event, such Lender shall, with respect to compensation
payable pursuant to this Section 5.01 in respect of any costs resulting from
such event, only be entitled to payment under this Section 5.01 for costs
incurred from and after the date 45 days prior to the date that such Lender does
give such notice and (ii) each Lender will designate a different Applicable
Lending Office for the Loans of such Lender affected by such event if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the sole opinion of such Lender, be disadvantageous to such
Lender, except that such Lender shall have no obligation to designate an
Applicable Lending Office located in the United States of America. Each Lender
will furnish to the Borrower a certificate setting forth the basis and amount of
each request by such Lender for compensation under paragraph (a) or (b) of this
Section 5.01. Determinations and allocations by any Lender for purposes of this
Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of
this Section 5.01, or of the effect of capital maintained pursuant to paragraph
(b) of this Section 5.01, on its costs or rate of return of maintaining Loans or
its obligation to make Loans, or on amounts receivable by it in respect of
Loans, and of the amounts required to compensate


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 39 -



such Lender under this Section 5.01, shall be conclusive, provided that such
determinations and allocations are made on a reasonable basis.

          5.02 Limitation on Types of Loans. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of the Eurodollar Base
Rate for any Interest Period for any Eurodollar Loan;

          (a) the Administrative Agent determines, which determination shall be
     conclusive, that quotations of interest rates for the relevant deposits
     referred to in the definition of "Eurodollar Base Rate" in Section 1.01 are
     not being provided in the relevant amounts or for the relevant maturities
     for purposes of determining rates of interest for Eurodollar Loans as
     provided herein; or

          (b) the Majority Revolving Credit Lenders (in the case of Revolving
     Credit Loans) or the Majority Term Loan Lenders (in the case of Term Loans)
     determine, which determination shall be conclusive, and notify the
     Administrative Agent that the relevant rates of interest referred to in the
     definition of "Eurodollar Base Rate" in Section 1.01 upon the basis of
     which the rate of interest for Eurodollar Loans for such Interest Period is
     to be determined are not likely adequately to cover the cost to such
     Lenders of making or maintaining Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Borrower and each Lender prompt
notice thereof and, so long as such condition remains in effect, the Lenders
shall be under no obligation to make additional Eurodollar Loans, to Continue
Eurodollar Loans or to Convert Loans of any other Type into Eurodollar Loans,
and the Borrower shall, on the last day(s) of the then current Interest
Period(s) for the outstanding Eurodollar Loans, either prepay such Loans or
Convert such Loans into another Type of Loan in accordance with Section 2.08.

          5.03 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain Eurodollar
Loans hereunder (and, in the sole opinion of such Lender, the designation of a
different Applicable Lending Office would either not avoid such unlawfulness or
would be disadvantageous to such Lender), then such Lender shall promptly notify
the Borrower thereof (with a copy to the Administrative Agent) and such Lender's
obligation to make or Continue, or to Convert Loans of any other Type into,
Eurodollar


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 40 -



Loans shall be suspended until such time as such Lender may again make and
maintain Eurodollar Loans (in which case the provisions of Section 5.04 shall be
applicable).

          5.04 Treatment of Affected Loans. If the obligation of any Lender to
make Eurodollar Loans or to Continue, or to Convert Base Rate Loans into,
Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03, such
Lender's Eurodollar Loans shall be automatically Converted into Base Rate Loans
on the last day(s) of the then current Interest Period(s) for Eurodollar Loans
(or, in the case of a Conversion resulting from a circumstance described in
Section 5.03, on such earlier date as such Lender may specify to the Borrower
with a copy to the Administrative Agent) and, unless and until such Lender gives
notice as provided below that the circumstances specified in Section 5.01 or
5.03 that gave rise to such Conversion no longer exist:

          (a) to the extent that such Lender's Eurodollar Loans have been so
     Converted, all payments and prepayments of principal that would otherwise
     be applied to such Lender's Eurodollar Loans shall be applied instead to
     its Base Rate Loans; and

          (b) all Loans that would otherwise be made or Continued by such Lender
     as Eurodollar Loans shall be made or Continued instead as Base Rate Loans,
     and all Loans of such Lender that would otherwise be Converted into
     Eurodollar Loans shall remain as Base Rate Loans.

If such Lender gives notice to the Borrower with a copy to the Administrative
Agent that the circumstances specified in Section 5.01 or 5.03 that gave rise to
the Conversion of such Lender's Eurodollar Loans pursuant to this Section 5.04
no longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Eurodollar Loans of the same Class made by
other Lenders are outstanding, such Lender's Base Rate Loans of such Class shall
be automatically Converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Eurodollar Loans, to the extent necessary so
that, after giving effect thereto, all Base Rate Loans and Eurodollar Loans of
such Class are allocated among the Lenders ratably (as to principal amounts,
Types and Interest Periods) in accordance with their respective Commitments of
such Class.

          5.05 Compensation. The Borrower shall pay to the Administrative Agent
for account of each Lender, upon the request


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 41 -



of such Lender through the Administrative Agent, such amount or amounts as shall
be sufficient (in the reasonable opinion of such Lender) to compensate it for
any loss, cost or expense that such Lender determines is attributable to:

          (a) any payment, mandatory or optional prepayment or Conversion of a
     Eurodollar Loan made by such Lender for any reason (including, without
     limitation, the acceleration of the Loans pursuant to Section 10) on a date
     other than the last day of the Interest Period for such Loan; or

          (b) any failure by the Borrower for any reason (including, without
     limitation, the failure of any of the conditions precedent specified in
     Section 7 to be satisfied) to borrow a Eurodollar Loan from such Lender on
     the date for such borrowing specified in the relevant notice of borrowing
     given pursuant to Section 2.03.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid,
Converted or not borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan that would have commenced on the date specified
for such borrowing) at the applicable rate of interest for such Loan provided
for herein over (ii) the amount of interest that otherwise would have accrued on
such principal amount at a rate per annum equal to the interest component of the
amount such Lender would have bid in the London interbank market for Dollar
deposits of leading banks in amounts comparable to such principal amount and
with maturities comparable to such period (as reasonably determined by such
Lender), or if such Lender shall cease to make such bids, the equivalent rate,
as reasonably determined by such Lender, derived from Page 3750 of the Dow Jones
Markets Service or other publicly available source as described in the
definition of "Eurodollar Base Rate" in Section 1.01.

          5.06 U.S. Taxes.

          (a) The Borrower agrees to pay to each Lender that is not a U.S.
Person such additional amounts as are necessary in order that the net payment of
any amount due to such non-U.S. Person hereunder after deduction for or
withholding in respect of any U.S. Taxes imposed with respect to such payment
(or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person),


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 42 -


will not be less than the amount stated herein to be then due and payable,
provided that the foregoing obligation to pay such additional amounts shall not
apply:

          (i) to any payment to any Lender hereunder (other than in respect of
     any Registered Loan) unless such Lender is, on the date hereof (or on the
     date it becomes a Lender hereunder as provided in Section 12.06(b)) and on
     the date of any change in the Applicable Lending Office of such Lender,
     either entitled to submit a Form 1001 (relating to such Lender and
     entitling it to a complete exemption from withholding on all interest to be
     received by it hereunder in respect of the Loans) or Form 4224 (relating to
     all interest to be received by such Lender hereunder in respect of the
     Loans),

          (ii) to any payment to any Lender hereunder in respect of a Registered
     Loan (a "Registered Holder"), unless such Registered Holder (or, if such
     Registered Holder is not the beneficial owner of such Registered Loan, the
     beneficial owner thereof) is, on the date hereof (or on the date such
     Registered Holder becomes a Lender as provided in Section 12.06(b)) and on
     the date of any change in the Applicable Lending Office of such Lender,
     entitled to submit a Form W-8, together with an annual certificate stating
     that (x) such Registered Holder (or beneficial owner, as the case may be)
     is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, and
     (y) such Registered Holder (or beneficial owner, as the case may be) shall
     promptly notify the Borrower if at any time, such Registered Holder (or
     beneficial owner, as the case may be) determines that it is no longer in a
     position to provide such certificate to the Borrower (or any other form of
     certification adopted by the relevant taxing authorities of the United
     States of America for such purposes), or

          (iii) to any U.S. Taxes imposed solely by reason of the failure by
     such non-U.S. Person (or, if such non-U.S. Person is not the beneficial
     owner of the relevant Loan, such beneficial owner) to comply with
     applicable certification, information, documentation or other reporting
     requirements concerning the nationality, residence, identity or connections
     with the United States of America of such non-U.S. Person (or beneficial
     owner, as the case may be) if such compliance is required by statute or
     regulation of the United States of America as a precondition to relief or
     exemption from such U.S. Taxes.



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 43 -



For the purposes of this paragraph, (A) "Form 1001" means Form 1001 (Ownership,
Exemption, or Reduced Rate Certificate) of the Department of the Treasury of the
United States of America, (B) "Form 4224" means Form 4224 (Exemption from
Withholding of Tax on Income Effectively Connected with the Conduct of a Trade
or Business in the United States) of the Department of the Treasury of the
United States of America and (C) "Form W-8" means Form W-8 (Certificate of
Foreign Status) of the Department of Treasury of the United States of America.
Each of the Forms referred to in the foregoing clauses (A), (B) and (C) shall
include such successor and related forms as may from time to time be adopted by
the relevant taxing authorities of the United States of America to document a
claim to which such Form relates.

          (b) Within 30 days after paying any amount to the Administrative Agent
or any Lender from which it is required by law to make any deduction or
withholding, and within 30 days after it is required by law to remit such
deduction or withholding to any relevant taxing or other authority, the Borrower
shall deliver to the Administrative Agent for delivery to such non-U.S. Person
evidence satisfactory to such Person of such deduction, withholding or payment
(as the case may be).

          Section 6. Guarantee.

          6.01 The Guarantee. The Subsidiary Guarantors hereby jointly and
severally guarantee to each Lender and the Administrative Agent and their
respective successors and assigns the prompt payment in full when due (whether
at stated maturity, by acceleration or otherwise) of the principal of and
interest on the Loans made by the Lenders to, and the Notes held by each Lender
of, the Borrower and all other amounts from time to time owing to the Lenders or
the Administrative Agent by the Borrower under this Agreement and under the
Notes and by any Obligor under any of the other Loan Documents, and all
obligations of the Borrower or any of its Subsidiaries to any Lender in respect
of any Hedging Agreement, in each case strictly in accordance with the terms
thereof (such obligations being herein collectively called the "Guaranteed
Obligations"). The Subsidiary Guarantors hereby further jointly and severally
agree that if the Borrower shall fail to pay in full when due (whether at stated
maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the
Subsidiary Guarantors will promptly pay the same, without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal
of any of the Guaranteed Obligations, the same will be promptly paid in full
when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 44 -



          6.02 Obligations Unconditional. The obligations of the Subsidiary
Guarantors under Section 6.01 are absolute and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or enforceability
of the obligations of the Borrower under this Agreement, the Notes or any other
agreement or instrument referred to herein or therein, or any substitution,
release or exchange of any other guarantee of or security for any of the
Guaranteed Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 6.02 that the obligations of the Subsidiary
Guarantors hereunder shall be absolute and unconditional, joint and several,
under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Subsidiary Guarantors hereunder,
which shall remain absolute and unconditional as described above:

          (i) at any time or from time to time, without notice to the Subsidiary
     Guarantors, the time for any performance of or compliance with any of the
     Guaranteed Obligations shall be extended, or such performance or compliance
     shall be waived;

          (ii) any of the acts mentioned in any of the provisions of this
     Agreement or the Notes or any other agreement or instrument referred to
     herein or therein shall be done or omitted;

          (iii) the maturity of any of the Guaranteed Obligations shall be
     accelerated, or any of the Guaranteed Obligations shall be modified,
     supplemented or amended in any respect, or any right under this Agreement
     or the Notes or any other agreement or instrument referred to herein or
     therein shall be waived or any other guarantee of any of the Guaranteed
     Obligations or any security therefor shall be released or exchanged in
     whole or in part or otherwise dealt with; or

          (iv) any lien or security interest granted to, or in favor of, the
     Administrative Agent or any Lender or Lenders as security for any of the
     Guaranteed Obligations shall fail to be perfected.

The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand
of payment, protest and all notices


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 45 -



whatsoever, and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against the Borrower under this
Agreement or the Notes or any other agreement or instrument referred to herein
or therein, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

          6.03 Reinstatement. The obligations of the Subsidiary Guarantors under
this Section 6 shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of the Borrower in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and the Subsidiary Guarantors jointly
and severally agree that they will indemnify the Administrative Agent and each
Lender on demand for all reasonable costs and expenses (including, without
limitation, fees of counsel) incurred by the Administrative Agent or such Lender
in connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.

          6.04 Subrogation. The Subsidiary Guarantors hereby jointly and
severally agree that until the payment and satisfaction in full of all
Guaranteed Obligations and the expiration and termination of the Commitments of
the Lenders under this Agreement they shall not exercise any right or remedy
arising by reason of any performance by them of their guarantee in Section 6.01,
whether by subrogation or otherwise, against the Borrower or any other guarantor
of any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.

          Each Subsidiary Guarantor hereby waives all rights of subrogation or
contribution, whether arising by contract or operation of law (including,
without limitation, any such right arising under the Bankruptcy Code) or
otherwise by reason of any payment by it pursuant to the provisions of this
Section 6 and further agrees with the Borrower for the benefit of each of its
creditors (including, without limitation, each Lender and the Administrative
Agent) that any such payment by it shall constitute a contribution of capital by
such Subsidiary Guarantor to the Borrower (or an investment in the equity
capital of the Borrower by such Subsidiary Guarantor).



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 46 -



          6.05 Remedies. The Subsidiary Guarantors jointly and severally agree
that, as between the Subsidiary Guarantors and the Lenders, the obligations of
the Borrower under this Agreement and the Notes may be declared to be forthwith
due and payable as provided in Section 10 (and shall be deemed to have become
automatically due and payable in the circumstances provided in Section 10) for
purposes of Section 6.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against the Borrower and that, in the event of
such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by the
Borrower) shall forthwith become due and payable by the Subsidiary Guarantors
for purposes of Section 6.01.

          6.06 Instrument for the Payment of Money. Each Subsidiary Guarantor
hereby acknowledges that the guarantee in this Section 6 constitutes an
instrument for the payment of money, and consents and agrees that any Lender or
the Administrative Agent, at its sole option, in the event of a dispute by such
Subsidiary Guarantor in the payment of any moneys due hereunder, shall have the
right to bring motion-action under New York CPLR Section 3213.

          6.07 Continuing Guarantee. The guarantee in this Section 6 is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.

          6.08 Rights of Contribution. The Subsidiary Guarantors hereby agree,
as between themselves, that if any Subsidiary Guarantor shall become an Excess
Funding Guarantor (as defined below) by reason of the payment by such Subsidiary
Guarantor of any Guaranteed Obligations, each other Subsidiary Guarantor shall,
on demand of such Excess Funding Guarantor (but subject to the next sentence),
pay to such Excess Funding Guarantor an amount equal to such Subsidiary
Guarantor's Pro Rata Share (as defined below and determined, for this purpose,
without reference to the Properties, debts and liabilities of such Excess
Funding Guarantor) of the Excess Payment (as defined below) in respect of such
Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any
Excess Funding Guarantor under this Section 6.08 shall be subordinate and
subject in right of payment to the prior payment in full of the obligations of
such Subsidiary Guarantor under the other provisions of this Section 6 and such
Excess Funding Guarantor shall not exercise any right or remedy with respect to
such excess until payment and satisfaction in full of all of such obligations.


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 47 -



          For purposes of this Section 6.08, (i) "Excess Funding Guarantor"
means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has
paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations,
(ii) "Excess Payment" means, in respect of any Guaranteed Obligations, the
amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of
such Guaranteed Obligations and (iii) "Pro Rata Share" means, for any Subsidiary
Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the
aggregate present fair saleable value of all Properties of such Subsidiary
Guarantor (excluding any shares of stock of any other Subsidiary Guarantor)
exceeds the amount of all the debts and liabilities of such Subsidiary Guarantor
(including contingent, subordinated, unmatured and unliquidated liabilities, but
excluding the obligations of such Subsidiary Guarantor hereunder and any
obligations of any other Subsidiary Guarantor that have been Guaranteed by such
Subsidiary Guarantor) to (y) the amount by which the aggregate fair saleable
value of all Properties of all of the Subsidiary Guarantors exceeds the amount
of all the debts and liabilities (including contingent, subordinated, unmatured
and unliquidated liabilities, but excluding the obligations of the Borrower and
the Subsidiary Guarantors hereunder and under the other Loan Documents) of all
of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary
Guarantor that is a party hereto on the Closing Date, as of the Closing Date,
and (B) with respect to any other Subsidiary Guarantor, as of the date such
Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

          6.09 General Limitation on Guarantee Obligations. In any action or
proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Subsidiary Guarantor under
Section 6.01 would otherwise, taking into account the provisions of Section
6.08, be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability under Section 6.01, then, notwithstanding any other provision
hereof to the contrary, the amount of such liability shall, without any further
action by such Subsidiary Guarantor, any Lender, the Administrative Agent or any
other Person, be automatically limited and reduced to the highest amount that is
valid and enforceable and not subordinated to the claims of other creditors as
determined in such action or proceeding.




                                Credit Agreement
                                ----------------

<PAGE>
                                     - 48 -



          Section 7. Conditions.

          7.01 Initial Loan. The obligation of any Lender to make its initial
Loan hereunder is subject to the conditions precedent that (i) such Loan shall
be made on or before January 2, 1998 and (ii) the Administrative Agent shall
have received the following documents (with, in the case of clauses (a), (b),
(c) and (d) below, sufficient copies for each Lender), each of which shall be
satisfactory to the Administrative Agent (and to the extent specified below, to
each Lender) in form and substance:

          (a) Opinion of Counsel to the Obligors. An opinion, dated the Closing
     Date, of Hale and Dorr, counsel to the Obligors, substantially in the form
     of Exhibit D, and covering such other matters as the Administrative Agent
     or any Lender may reasonably request (and each Obligor hereby instructs
     such counsel to deliver such opinion to the Lenders and the Administrative
     Agent).

          (b) Opinion of Special New York Counsel to LCPI. An opinion, dated the
     Closing Date, of Milbank, Tweed, Hadley & McCloy, special New York counsel
     to LCPI, substantially in the form of Exhibit E (and LCPI hereby instructs
     such counsel to deliver such opinion to the Lenders).

          (c) Corporate Documents. Certified copies of the charter and by-laws
     (or equivalent documents) of each Obligor and of all corporate authority
     for each Obligor (including, without limitation, board of director
     resolutions and evidence of the incumbency, including specimen signatures,
     of officers) with respect to the execution, delivery and performance of
     such of the Basic Documents to which such Obligor is intended to be a party
     and each other document to be delivered by such Obligor from time to time
     in connection herewith and the Loans hereunder (and the Administrative
     Agent and each Lender may conclusively rely on such certificate until it
     receives notice in writing from such Obligor to the contrary).

          (d) Officer's Certificate. A certificate of the President, a Vice
     President or a Financial Officer of the Borrower, dated the Closing Date,
     to the effect set forth in the lettered clauses of the first sentence of
     Section 7.02.

          (e) Notes. The Notes, duly completed and executed for each Lender
     (except that, in the case of a Registered Holder, Notes shall be required
     only to the extent that such


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 49 -



     Registered Holder shall have requested the execution and delivery of a Note
     pursuant to Section 2.07(e)).

          (f) Security Agreement. The Security Agreement, duly executed and
     delivered by the Obligors and the Administrative Agent and the certificates
     identified under the name of such Obligor in Annex 1 thereto, in each case
     accompanied by undated stock powers executed in blank. In addition, Each
     Obligor shall have taken such other action (including, without limitation,
     delivering to the Administrative Agent, for filing, appropriately completed
     and duly executed copies of Uniform Commercial Code financing statements)
     as the Administrative Agent shall have requested in order to perfect the
     security interests created pursuant to the Security Agreement.

          (g) Solvency Analysis. A certificate from a Financial Officer of the
     Borrower certifying as to the accuracy of Section 8.18.

          (h) Acquisition. Evidence that the Acquisition shall have been (or
     shall substantially simultaneously with the initial borrowing hereunder be)
     consummated in all material respects in accordance with the terms of the
     Acquisition Documents (and no material provision thereof shall have been
     waived, amended, supplemented or otherwise modified) for an aggregate
     purchase price not exceeding $100,000,000, of which not more that
     $90,000,000 shall be cash, and the Administrative Agent shall have received
     a certificate of a Financial Officer to that effect (and attaching thereto
     true and complete copies of the Acquisition Documents, which shall be
     reasonably satisfactory to the Administrative Agent in form and substance).

          (i) Approvals. All governmental and third party approvals (including
     landlords' and other consents) necessary or, in the discretion of the
     Arranger, advisable in connection with the Acquisition, the financing
     contemplated hereby and the continuing operations of the Borrower and its
     Subsidiaries shall have been obtained and be in full force and effect, and
     all applicable waiting periods shall have expired without any action being
     taken or threatened by any competent authority which would restrain,
     prevent or otherwise impose adverse conditions on the Acquisition or the
     financing thereof.

          (j) Financial Statements. (i) Satisfactory audited consolidated
     financial statements of the Borrower covering


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 50 -



     the fiscal years ended December 31, 1995 and December 31, 1996, together
     with quarterly unaudited consolidated financial statements of the Borrower
     for the quarterly periods ending March 31, 1997, June 30, 1997 and
     September 30, 1997; (ii) satisfactory audited consolidated financial
     statements of TRIS for the fiscal year ending on March 28, 1997, and the
     audited consolidated financial statement of TRIS for the six-month period
     ended September 26, 1997; and (iii) a satisfactory pro forma consolidated
     balance sheet of the Borrower as at the date of the most recent
     consolidated balance sheet delivered pursuant to the preceding sentence,
     adjusted to give effect to the consummation of the Acquisition and the
     financings contemplated hereby as if such transactions had occurred on such
     date, and satisfactory financial projections for the Borrower and its
     Subsidiaries for a period of six years after the Closing Date.

          (k) Lien Search. The results of a recent lien search in each relevant
     jurisdiction with respect to the Borrower, Intelicom and their respective
     Subsidiaries, and such search shall reveal no Liens on any of their
     respective Properties except for Liens permitted hereby or Liens to be
     discharged on or prior to the Closing Date as provided in Section 7.01(m).

          (l) Insurance. Certificates of insurance evidencing the existence of
     all insurance required to be maintained by the Obligors pursuant to Section
     9.04 hereof in such form and containing such information as is specified in
     said Section 9.04, including evidence that the Administrative Agent shall
     have been named as loss payee or an additional insured as its interests may
     appear for the benefit of itself and the Lenders. In addition, the Borrower
     shall have delivered a certificate of a Financial Officer setting forth the
     insurance obtained in accordance with the requirements of Section 9.04 and
     stating that such insurance is in full force and effect and that all
     premiums then due and payable thereon have been paid.

          (m) Repayment of Existing Indebtedness. Evidence that the principal of
     and interest on, and all other amounts owing in respect of, the
     Indebtedness (including, without limitation, any contingent or other
     amounts payable in respect of letters of credit) indicated on Schedule I
     that is to be repaid on the Closing Date shall have been (or shall be
     simultaneously) paid in full, that any commitments to extend credit under
     the agreements or instruments


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 51 -



     relating to such Indebtedness shall have been canceled or terminated and
     that all Guarantees in respect of, and all Liens securing, any such
     Indebtedness shall have been released (or arrangements for such release
     satisfactory to the Majority Lenders shall have been made); in addition,
     the Administrative Agent shall have received from any Person holding any
     Lien securing any such Indebtedness, such Uniform Commercial Code
     termination statements, mortgage releases and other instruments, in each
     case in proper form for recording, as the Administrative Agent shall have
     requested to release and terminate of record the Liens securing such
     Indebtedness (or arrangements for such release and termination satisfactory
     to the Majority Lenders shall have been made).

          (n) Other Documents. Such other documents as the Administrative Agent
     or any Lender or special New York counsel to LCPI may reasonably request.

          The obligation of any Lender to make its initial Loan hereunder is
also subject to (i) the Lenders being satisfied with the sufficiency of amounts
available under the Revolving Credit Commitments to meet the ongoing working
capital needs of the Borrower and its subsidiaries following the Acquisition and
the consummation of the other transactions contemplated hereby, (ii) the
Lenders' review of and satisfaction with (a) the Borrower's tax assumptions
relating to the Acquisition, (b) the ownership, capital, corporate,
organizational and legal structure of the Borrower, Intelicom and their
respective Subsidiaries and (c) other legal issues relating to the Acquisition,
the Borrower, Intelicom and their respective Subsidiaries and (iii) the payment
by the Borrower of such fees as the Borrower shall have agreed to pay to any
Lender or the Administrative Agent in connection herewith, including, without
limitation, the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy,
special New York counsel to LCPI, in connection with the negotiation,
preparation, execution and delivery of this Agreement and the Notes and the
other Loan Documents and the Loans hereunder (to the extent that statements for
such fees and expenses have been delivered to the Borrower).

          7.02 Initial and Subsequent Loans. The obligation of the Lenders to
make any Loan to the Borrower upon the occasion of each borrowing hereunder
(including the initial borrowing) is subject to the further conditions precedent
that, both immediately prior to the making of such Loan and also after giving
effect thereto and to the intended use thereof:



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 52 -



          (a) the representations and warranties made by the Borrower in Section
     8, and by each Obligor in each of the other Loan Documents to which it is a
     party, shall be true and complete on and as of the date of the making of
     such Loan with the same force and effect as if made on and as of such date
     (or, if any such representation or warranty is expressly stated to have
     been made as of a specific date, as of such specific date); and

          (b) no Default shall have occurred and be continuing.

Each notice of borrowing by the Borrower hereunder shall constitute a
certification by the Borrower to the effect set forth in the preceding sentence
(both as of the date of such notice and, unless the Borrower otherwise notifies
the Administrative Agent prior to the date of such borrowing, as of the date of
such borrowing).


          Section 8. Representations and Warranties. The Borrower represents and
warrants to the Administrative Agent and the Lenders that:

          8.01 Organization; Powers. Each of the Borrower and its Subsidiaries:
(a) is a corporation, partnership or other entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization; (b) has all requisite corporate or other power, and has all
material governmental licenses, authorizations, consents and approvals necessary
to own its assets and carry on its business as now being or as proposed to be
conducted; and (c) is qualified to do business and is in good standing in all
jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify could (either
individually or in the aggregate) have a Material Adverse Effect.

          8.02 Authorization; Enforceability. Each Obligor has all necessary
corporate power, authority and legal right to execute, deliver and perform its
obligations under each of the Basic Documents to which it is a party; the
execution, delivery and performance by each Obligor of each of the Basic
Documents to which it is a party have been duly authorized by all necessary
corporate action on its part (including, without limitation, any required
shareholder approvals); and this Agreement has been duly and validly executed
and delivered by each Obligor and constitutes, and each of the Notes and the
other Basic Documents to which it is a party when executed and delivered by such


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 53 -


Obligor (in the case of the Notes, for value) will constitute, its legal, valid
and binding obligation, enforceable against each Obligor in accordance with its
terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability
affecting the enforcement of creditors' rights and (b) the application of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

          8.03 Approvals. No authorizations, approvals or consents of, and no
filings or registrations with, any governmental or regulatory authority or
agency, or any securities exchange, are necessary for the execution, delivery or
performance by any Obligor of this Agreement or any of the other Basic Documents
to which it is a party or for the legality, validity or enforceability hereof or
thereof, except for filings and recordings in respect of the Liens created
pursuant to the Security Documents.

          8.04 No Breach. None of the execution and delivery of this Agreement
and the Notes and the other Basic Documents, the consummation of the
transactions herein and therein contemplated or compliance with the terms and
provisions hereof and thereof will conflict with or result in a breach of, or
require any consent under, the charter or by-laws any Obligor, or any applicable
law or regulation, or any order, writ, injunction or decree of any court or
governmental authority or agency, or any agreement or instrument to which the
Borrower or any of its Subsidiaries is a party or by which any of them or any of
their Property is bound or to which any of them is subject, or constitute a
default under any such agreement or instrument, or (except for the Liens created
pursuant to the Security Documents) result in the creation or imposition of any
Lien upon any Property of the Borrower or any of its Subsidiaries pursuant to
the terms of any such agreement or instrument.

          8.05 Financial Condition; No Material Adverse Change.

          (a) The Borrower has heretofore furnished to each of the Lenders (i)
consolidated and consolidating balance sheets of the Borrower and its
Subsidiaries as at December 31, 1996 and the related consolidated and
consolidating statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the fiscal year ended on such date, with the
opinion thereon (in the case of such consolidated balance sheet and statements)
of Ernst & Young LLP, and the unaudited consolidated and consolidating balance
sheets of the Borrower and


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 54 -


its Subsidiaries as at September 30, 1997 and the related consolidated and
consolidating statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the nine-month period ended on such date and
(ii) consolidated and consolidating balance sheets of Intelicom and its
Subsidiaries as at March 31, 1997 and the related consolidated and consolidating
statements of income, retained earnings and cash flows of Intelicom and its
Subsidiaries for the fiscal year ended on such date, with the opinion thereon
(in the case of such consolidated balance sheet and statements) of Ernst & Young
LLP, and the unaudited consolidated and consolidating balance sheets of
Intelicom and its Subsidiaries as at September 30, 1997 and the related
consolidated and consolidating statements of income, retained earnings and cash
flows of Intelicom and its Subsidiaries for the six-month period ended on such
date. All such financial statements are complete and correct and fairly present
the consolidated financial condition of the Borrower and its Subsidiaries or
Intelicom and its Subsidiaries, as the case may be, and (in the case of such
consolidating financial statements) the respective unconsolidated financial
condition of the Borrower and of each of its Subsidiaries or Intelicom and its
Subsidiaries, as the case may be, as at such dates and the consolidated and
unconsolidated results of their operations for the fiscal year and nine-month
period or six-month period, as the case may be, ended on such dates (subject, in
the case of such financial statements as at September 30, 1997, to normal
year-end audit adjustments), all in accordance with generally accepted
accounting principles and practices applied on a consistent basis. None of the
Borrower, Intelicom or their respective Subsidiaries has on the date hereof any
material contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in such balance
sheets as at such dates.

          (b) Since December 31, 1996, there has been no material adverse change
in the consolidated financial condition, operations, business or prospects taken
as a whole of the Borrower and its Subsidiaries from that set forth in the
financial statements as at such date referred to in paragraph (a) of this
Section 8.05. Since September 30, 1997, there has been no material adverse
change in the consolidated financial condition, operations, business or
prospects taken as a whole of Intelicom and its Subsidiaries from that set forth
in the financial statements as at such date referred to in paragraph (a) of this
Section 8.05.



                                        Credit Agreement
                                        ----------------

<PAGE>
                                     - 55 -



          8.06 Properties.

          (a) The Borrower owns and has on the date hereof, and will own and
have on the Closing Date (after giving effect to the transactions contemplated
to occur on or before the Closing Date), good and marketable title (subject only
to Liens permitted by Section 9.06) to the Properties shown to be owned in the
most recent financial statements referred to in Section 8.05 (other than
Properties disposed of in the ordinary course of business or otherwise permitted
to be disposed of pursuant to Section 9.05). The Borrower owns and has on the
date hereof, and will own and have on the Closing Date (after giving effect to
the transactions contemplated to occur on or before the Closing Date), good and
marketable title to, and enjoys on the date hereof, and will enjoy on the
Closing Date (after giving effect to the transactions contemplated to occur on
or before the Closing Date), peaceful and undisturbed possession of, all
Properties (subject only to Liens permitted by Section 9.06) that are necessary
for the operation and conduct of its businesses.

          (b) Each of the Borrower and its Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

          8.07 Litigation. There are no legal or arbitral proceedings, or any
proceedings by or before any governmental or regulatory authority or agency, now
pending or (to the knowledge of the Borrower) threatened against the Borrower or
any of its Subsidiaries that, if adversely determined, could (either
individually or in the aggregate) have a Material Adverse Effect.

          8.08 Environmental Matters. Each of the Borrower and its Subsidiaries
has obtained all environmental, health and safety permits, licenses and other
authorizations required under all Environmental Laws to carry on its business as
now being or as proposed to be conducted, except to the extent failure to have
any such permit, license or authorization would not (either individually or in
the aggregate) have a Material Adverse Effect. Each of such permits, licenses
and authorizations is in full force and effect and each of the Borrower and its
Subsidiaries is in compliance with the terms and conditions thereof, and is also
in compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
any applicable


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 56 -



Environmental Law or in any regulation, code, plan, order, decree, judgment,
injunction, notice or demand letter issued, entered, promulgated or approved
thereunder, except to the extent failure to comply therewith would not (either
individually or in the aggregate) have a Material Adverse Effect. In addition,
no notice, notification, demand, request for information, citation, summons or
order has been issued, no complaint has been filed, no penalty has been assessed
and no investigation or review is pending or threatened by any governmental or
other entity with respect to any alleged failure by the Borrower or any of its
Subsidiaries to have any environmental, health or safety permit, license or
other authorization required under any Environmental Law in connection with the
conduct of the business of the Borrower or any of its Subsidiaries or with
respect to any generation, treatment, storage, recycling, transportation,
discharge or disposal, or any Release of any Hazardous Materials generated by
the Borrower or any of its Subsidiaries. All environmental investigations,
studies, audits, tests, reviews or other analyses conducted by or that are in
the possession of the Borrower or any of its Subsidiaries in relation to facts,
circumstances or conditions at or affecting any site or facility now or
previously owned, operated or leased by the Borrower or any of its Subsidiaries
and that could result in a Material Adverse Effect have been made available to
the Lenders.

          8.09 Compliance with Laws and Agreements. Each of the Borrower and its
Subsidiaries is in compliance with all laws, regulations and orders of any
governmental or regulatory authority or agency applicable to it or its Property
and all indentures, agreements and other instruments binding upon it or its
Property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

          8.10 Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

          8.11 Public Utility Holding Company Act. Neither the Borrower nor any
of its Subsidiaries is a "holding company", or an "affiliate" of a "holding
company" or a "subsidiary company" of a "holding company", within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

          8.12 Taxes. The Borrower and its Subsidiaries have filed all Federal
income tax returns and all other material tax returns that are required to be
filed by them and have paid all


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 57 -



taxes due pursuant to such returns or pursuant to any assessment received by the
Borrower or any of its Subsidiaries. The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of taxes and other
governmental charges are, in the opinion of the Borrower, adequate. The Borrower
has not given or been requested to give a waiver of the statute of limitations
relating to the payment of any Federal, state, local and foreign taxes or other
impositions.

          8.13 ERISA. Each Plan, and, to the knowledge of the Borrower, each
Multiemployer Plan, is in compliance in all material respects with, and has been
administered in all material respects in compliance with, the applicable
provisions of ERISA, the Code and any other Federal or State law, and no ERISA
Event has occurred and is continuing as to which the Borrower would be under an
obligation to furnish a report to the Lenders under Section 9.02(c).

          8.14 True and Complete Disclosure. The information, reports, financial
statements, exhibits and schedules furnished in writing by or on behalf of the
Obligors to the Administrative Agent, the Arranger or any Lender in connection
with the negotiation, preparation or delivery of this Agreement and the other
Loan Documents or included herein or therein or delivered pursuant hereto or
thereto, when taken as a whole do not contain any untrue statement of material
fact or omit to state any material fact necessary to make the statements herein
or therein, in light of the circumstances under which they were made, not
misleading. All written information furnished after the date hereof by the
Borrower and its Subsidiaries to the Administrative Agent, the Arranger and the
Lenders in connection with this Agreement and the other Loan Documents and the
transactions contemplated hereby and thereby will be true, complete and accurate
in every material respect, or (in the case of projections) based on reasonable
estimates, on the date as of which such information is stated or certified.
There is no fact known to the Borrower that could have a Material Adverse Effect
that has not been disclosed herein, in the other Loan Documents or in a report,
financial statement, exhibit, schedule, disclosure letter or other writing
furnished to the Lenders for use in connection with the transactions
contemplated hereby or thereby.

          8.15 Use of Credit. Neither the Borrower nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or ultimate,
of buying or


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 58 -


carrying Margin Stock, and no part of the proceeds of any Loan hereunder will be
used to buy or carry any Margin Stock.

          8.16 Material Agreements and Liens.

          (a) Part A of Schedule I is a complete and correct list of each credit
agreement, loan agreement, indenture, purchase agreement, guarantee, letter of
credit or other arrangement providing for or otherwise relating to any
Indebtedness or any extension of credit (or commitment for any extension of
credit) to, or guarantee by, the Borrower or any of its Subsidiaries outstanding
on the date hereof, or that (after giving effect to the transactions
contemplated to occur on or before the Closing Date) will be outstanding on the
Closing Date, the aggregate principal or face amount of which equals or exceeds
(or may equal or exceed) $25,000, and the aggregate principal or face amount
outstanding or that may become outstanding under each such arrangement is
correctly described in Part A of Schedule I.

          (b) Part B of Schedule I is a complete and correct list of each Lien
securing Indebtedness of any Person outstanding on the date hereof, or that
(after giving effect to the transactions contemplated to occur on or before the
Closing Date) will be outstanding on the Closing Date, the aggregate principal
or face amount of which equals or exceeds (or may equal or exceed) $25,000 and
covering any Property of the Borrower or any of its Subsidiaries, and the
aggregate Indebtedness secured (or that may be secured) by each such Lien and
the Property covered by each such Lien is correctly described in Part B of
Schedule I.

          8.17 Subsidiaries, Etc.

          (a) Set forth in Part A of Schedule III is a complete and correct list
of all of the Subsidiaries of the Borrower as of the date hereof, and as of the
Closing Date (after giving effect to the transactions contemplated to occur on
or before the Closing Date), together with, for each such Subsidiary, (i) the
jurisdiction of organization of such Subsidiary, (ii) each Person holding
ownership interests in such Subsidiary and (iii) the nature of the ownership
interests held by each such Person and the percentage of ownership of such
Subsidiary represented by such ownership interests. Except as disclosed in Part
A of Schedule III, (x) each of the Borrower and its Subsidiaries owns, or will
own on the Closing Date (after giving effect to the transactions contemplated to
occur on or before the Closing Date), free and clear of Liens (other than Liens
created pursuant to the Security Documents), and has the unencumbered right to
vote, all outstanding ownership interests in each Person shown to


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 59 -



be held by it in Part A of Schedule III, (y) all of the issued and outstanding
capital stock of each such Person organized as a corporation is validly issued,
fully paid and nonassessable and (z) there are no outstanding Equity Rights with
respect to such Person.

          (b) Set forth in Part B of Schedule III is a complete and correct list
of all Investments (other than Investments disclosed in Part A of Schedule III)
held by the Borrower or any of its Subsidiaries in any Person on the date hereof
or that will be held on the Closing Date (after giving effect to the
transactions contemplated to occur on or before the Closing Date) and, for each
such Investment, (x) the identity of the Person or Persons holding such
Investment and (y) the nature of such Investment. Except as disclosed in Part B
of Schedule III, each of the Borrower and its Subsidiaries owns (or will own,
after giving effect to the transactions contemplated to occur on or before the
Closing Date), free and clear of all Liens (other than Liens created pursuant to
the Security Documents), all such Investments.

          (c) None of the Subsidiaries of the Borrower is, on the date hereof,
subject to any indenture, agreement, instrument or other arrangement of the type
described in Section 9.14.

          8.18 Solvency. The aggregate value of all Properties of the Borrower
and its Subsidiaries at their present fair saleable value (i.e., the amount that
may be realized within a reasonable time, considered to be six months to one
year, either through collection or sale at the regular market value, conceiving
the latter as the amount that could be obtained for the Property in question
within such period by a capable and diligent businessman from an interested
buyer who is willing to purchase under ordinary selling conditions), exceed the
amount of all the debts and liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities) of the Borrower and its Subsidiaries.
The Borrower and its Subsidiaries do not, on a consolidated basis, have an
unreasonably small capital with which to conduct their business operations. The
Borrower and its Subsidiaries have, on a consolidated basis, sufficient cash
flow to enable them to pay their debts as they mature.

          8.19 Property of Obligors located in Maryland and Texas. The value of
any Property of any Obligor which is located in (i) the State of Maryland does
not exceed $30,000 and (ii) the State of Texas does not exceed $2,500.



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 60 -



          Section 9. Covenants of the Borrower. The Borrower covenants and
agrees with the Lenders and the Administrative Agent that, so long as any
Commitment or Loan is outstanding and until payment in full of all amounts
payable by the Borrower hereunder:

          9.01 Financial Statements and Other Information. The Borrower shall
deliver to each of the Lenders:

          (a) as soon as available and in any event within 90 days after the end
     of each fiscal year of the Borrower, consolidated and consolidating
     statements of income, retained earnings and cash flows of the Borrower and
     its Subsidiaries for such fiscal year and the related consolidated and
     consolidating balance sheets of the Borrower and its Subsidiaries as at the
     end of such fiscal year, setting forth in each case in comparative form the
     corresponding consolidated and consolidating figures for the preceding
     fiscal year, and accompanied (i) in the case of such consolidated
     statements and balance sheet of the Borrower, by an opinion thereon of
     independent certified public accountants of recognized national standing,
     which opinion shall state that such consolidated financial statements
     fairly present the consolidated financial condition and results of
     operations of the Borrower and its Subsidiaries as at the end of, and for,
     such fiscal year in accordance with generally accepted accounting
     principles, and a statement of such accountants to the effect that, in
     making the examination necessary for their opinion, nothing came to their
     attention that caused them to believe that the Borrower was not in
     compliance with Section 9.10 and (ii) in the case of such consolidating
     statements and balance sheets, by a certificate of a Financial Officer of
     the Borrower, which certificate shall state that such consolidating
     financial statements fairly present the respective individual
     unconsolidated financial condition and results of operations of the
     Borrower and of each of its Subsidiaries, in each case in accordance with
     generally accepted accounting principles, consistently applied, as at the
     end of, and for, such fiscal year;

          (b) as soon as available and in any event within 45 days after the end
     of each quarterly fiscal period of each fiscal year of the Borrower,
     consolidated and consolidating statements of income, retained earnings and
     cash flows of the Borrower and its Subsidiaries for such period and for the
     period from the beginning of the respective fiscal year to the end of such
     period, and the related consolidated and


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 61 -



     consolidating balance sheets of the Borrower and its Subsidiaries as at the
     end of such period, setting forth in each case in comparative form the
     corresponding consolidated and consolidating figures for the corresponding
     periods in the preceding fiscal year (except that, in the case of balance
     sheets, such comparison shall be to the last day of the prior fiscal year),
     accompanied by a certificate of a Financial Officer of the Borrower, which
     certificate shall state that such consolidated financial statements fairly
     present the consolidated financial condition and results of operations of
     the Borrower and its Subsidiaries, and such consolidating financial
     statements fairly present the respective individual unconsolidated
     financial condition and results of operations of the Borrower and of each
     of its Subsidiaries, in each case in accordance with generally accepted
     accounting principles, consistently applied, as at the end of, and for,
     such period (subject to normal year-end audit adjustments);

          (c) concurrently with any delivery of financial statements under
     clause (a) or (b) of this Section 9.01, a certificate of a Financial
     Officer of the Borrower (i) to the effect that no Default has occurred and
     is continuing (or, if any Default has occurred and is continuing,
     describing the same in reasonable detail and describing the action that the
     Borrower has taken or proposes to take with respect thereto) and (ii)
     setting forth in reasonable detail the computations necessary to determine
     whether the Borrower is in compliance with Section 9.10 as of the end of
     the respective quarterly fiscal period or fiscal year;

          (d) promptly upon their becoming available, copies of all registration
     statements and regular periodic reports, if any, that the Borrower shall
     have filed with the Securities and Exchange Commission (or any governmental
     agency substituted therefor) or any national securities exchange;

          (e) promptly upon the mailing thereof to the shareholders of the
     Borrower generally, copies of all financial statements, reports and proxy
     statements so mailed; and

          (f) from time to time such other information regarding the financial
     condition, operations, business or prospects of the Borrower or any of its
     Subsidiaries (including, without limitation, any Plan or Multiemployer Plan
     and any reports or other information required to be filed under ERISA), or
     compliance with the terms of this Agreement and


                                Credit Agreement
                                ----------------


<PAGE>
                                     - 62 -


     the other Loan Documents, as any Lender or the Administrative Agent may
     reasonably request.

          9.02 Notices of Material Events. The Borrower will furnish the
following to the Administrative Agent and each Lender in writing:

          (a) promptly after the Borrower knows or has reason to believe that
     any Default has occurred, notice of such Default;

          (b) prompt notice of all legal or arbitral proceedings, and of all
     proceedings by or before any governmental or regulatory authority or
     agency, and of any material development in respect of such legal or other
     proceedings, affecting the Borrower or any of its Subsidiaries, except
     proceedings that, if adversely determined, would not (either individually
     or in the aggregate) have a Material Adverse Effect;

          (c) as soon as possible, and in any event within ten days after the
     Borrower knows or has reason to believe that any ERISA Event has occurred
     or exists, notice of the occurrence of such ERISA Event and a copy of any
     report or notice required to be filed with or given to the PBGC by the
     Borrower or an ERISA Affiliate with respect to such ERISA Event;

          (d) prompt notice of the assertion of any environmental matter by any
     Person against, or with respect to the activities of, the Borrower or any
     of its Subsidiaries and notice of any alleged violation of or
     non-compliance with any Environmental Laws or any permits, licenses or
     authorizations, other than any environmental matter or alleged violation
     that, if adversely determined, would not (either individually or in the
     aggregate) have a Material Adverse Effect; and

          (e) prompt notice of any other development that results in, or could
     reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 9.02 shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 63 -



          9.03 Existence, Etc. Each Obligor will, and will cause each of its
Subsidiaries to:

          (a) preserve and maintain its legal existence and all of its material
     rights, privileges, licenses, contracts and franchises (provided that
     nothing in this Section 9.03 shall prohibit any transaction expressly
     permitted under Section 9.05);

          (b) comply with the requirements of all applicable laws, rules,
     regulations and orders of governmental or regulatory authorities if failure
     to comply with such requirements could (either individually or in the
     aggregate) have a Material Adverse Effect;

          (c) pay its obligations, including taxes, assessments and governmental
     charges or levies, except where (a) the validity or amount thereof is being
     contested in good faith by appropriate proceedings, (b) the Borrower or
     such Subsidiary has set aside on its books adequate reserves with respect
     thereto in accordance with GAAP and (c) the failure to make payment pending
     such contest could not reasonably be expected to result in a Material
     Adverse Effect;

          (d) maintain all of its Properties used or useful in its business in
     good working order and condition, ordinary wear and tear excepted;

          (e) keep adequate records and books of account, in which complete
     entries will be made in accordance with generally accepted accounting
     principles consistently applied; and

          (f) permit representatives of any Lender or the Administrative Agent,
     during normal business hours, to examine, copy and make extracts from its
     books and records, to inspect any of its Properties, and to discuss its
     business and affairs with its officers, all to the extent reasonably
     requested by such Lender or the Administrative Agent (as the case may be).

          9.04 Insurance. Each Obligor will, and will cause each of its
Subsidiaries to, maintain insurance with financially sound and reputable
insurance companies, and with respect to Property and risks of a character
usually maintained by corporations engaged in the same or similar business
similarly situated, against loss, damage and liability of the kinds and in the
amounts customarily maintained by such corporations.


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 64 -




          9.05 Prohibition of Fundamental Changes. The Borrower will not, nor
will it permit any of its Subsidiaries to, enter into any transaction of merger
or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution).

          The Borrower will not, nor will it permit any of its Subsidiaries to,
acquire any business or Property from, or capital stock of, or be a party to any
acquisition of, any Person except for purchases of inventory and other Property
to be sold or used in the ordinary course of business, Investments permitted
under Section 9.08(f) and Capital Expenditures permitted under Section 9.10(d).

          The Borrower will not, nor will it permit any of its Subsidiaries to,
convey, sell, lease, transfer or otherwise dispose of, in one transaction or a
series of transactions, any part of its business or Property, whether now owned
or hereafter acquired (including, without limitation, receivables and leasehold
interests, but excluding (i) obsolete or worn-out Property, tools or equipment
no longer used or useful in its business so long as the amount thereof sold in
any single fiscal year by the Borrower and its Subsidiaries shall not have a
fair market value in excess of $100,000 and (ii) any inventory or other Property
sold or disposed of in the ordinary course of business and on ordinary business
terms). Notwithstanding the foregoing provisions of this Section 9.05:

          (a) any Subsidiary of the Borrower may be merged or consolidated with
     or into: (i) the Borrower if the Borrower shall be the continuing or
     surviving corporation or (ii) any other such Subsidiary; provided that (x)
     if any such transaction shall be between a Subsidiary and a Wholly Owned
     Subsidiary, the Wholly Owned Subsidiary shall be the continuing or
     surviving corporation and (y) if any such transaction shall be between a
     Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and such
     Subsidiary Guarantor is not the continuing or surviving corporation, then
     the continuing or surviving corporation shall have assumed all of the
     obligations of such Subsidiary Guarantor hereunder and under the other Loan
     Documents;

          (b) any Subsidiary of the Borrower may sell, lease, transfer or
     otherwise dispose of any or all of its Property (upon voluntary liquidation
     or otherwise) to the Borrower or a Wholly Owned Subsidiary of the Borrower;
     provided that if any such sale is by a Subsidiary Guarantor to a Subsidiary
     of the Borrower not a Subsidiary Guarantor, then such


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 65 -



     Subsidiary shall have assumed all of the obligations of such Subsidiary
     Guarantor hereunder and under the other Loan Documents; and

          (c) the Borrower or any Subsidiary of the Borrower may merge or
     consolidate with any other Person if (i) in the case of a merger or
     consolidation of the Borrower, the Borrower is the surviving corporation
     and, in any other case, the surviving corporation is a Wholly Owned
     Subsidiary of the Borrower and (ii) after giving effect thereto no Default
     would exist hereunder.

          9.06 Liens. The Borrower will not, nor will it permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of
its Property, whether now owned or hereafter acquired, except:

          (a) Liens created pursuant to the Security Documents;

          (b) Liens in existence on the date hereof and listed in Part B of
     Schedule I (excluding, however, following the making of the initial Loans
     hereunder, Liens securing Indebtedness to be repaid with the proceeds of
     such Loans, as indicated on Schedule I);

          (c) Liens imposed by any governmental authority for taxes, assessments
     or charges not yet due or that are being contested in good faith and by
     appropriate proceedings if adequate reserves with respect thereto are
     maintained on the books of the Borrower or the affected Subsidiaries, as
     the case may be, in accordance with GAAP;

          (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business that are not
     overdue for a period of more than 30 days or that are being contested in
     good faith and by appropriate proceedings and Liens securing judgments but
     only to the extent for an amount and for a period not resulting in an Event
     of Default under clause (k) of Section 10;

          (e) pledges or deposits under worker's compensation, unemployment
     insurance and other social security legislation;

          (f) deposits to secure the performance of bids, trade contracts (other
     than for Indebtedness), leases, statutory obligations, surety and appeal
     bonds, performance bonds and


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 66 -



     other obligations of a like nature incurred in the ordinary course of
     business;

          (g) easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business and encumbrances
     consisting of zoning restrictions, easements, licenses, restrictions on the
     use of Property or minor imperfections in title thereto that, in the
     aggregate, are not material in amount, and that do not in any case
     materially detract from the value of the Property subject thereto or
     interfere with the ordinary conduct of the business of the Borrower or any
     of its Subsidiaries; and

          (h) Liens upon real and/or tangible personal Property acquired after
     the date hereof (by purchase, construction or otherwise) by the Borrower or
     any of its Subsidiaries, each of which Liens either (A) existed on such
     Property before the time of its acquisition and was not created in
     anticipation thereof or (B) was created solely for the purpose of securing
     Indebtedness representing, or incurred to finance, refinance or refund, the
     cost (including the cost of construction) of such Property; provided that
     (i) no such Lien shall extend to or cover any Property of the Borrower or
     such Subsidiary other than the Property so acquired and improvements
     thereon and (ii) the principal amount of Indebtedness secured by any such
     Lien shall not exceed 80% of the fair market value (as determined in good
     faith by a Financial Officer of the Borrower) of such Property at the time
     it was acquired (by purchase, construction or otherwise).

          9.07 Indebtedness. The Borrower will not, nor will it permit any of
its Subsidiaries to, create, incur or suffer to exist any Indebtedness except:

          (a) Indebtedness to the Lenders hereunder;

          (b) Indebtedness outstanding on the date hereof and listed in Part A
     of Schedule I (excluding, however, following the making of the initial
     Loans hereunder, the Indebtedness to be repaid with the proceeds of such
     Loans, as indicated on Schedule I);

          (c) Indebtedness of Subsidiaries of the Borrower to the Borrower or to
     other Subsidiaries of the Borrower; and

          (d) additional Indebtedness of the Borrower and its Subsidiaries
     (including, without limitation, Capital Lease


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 67 -


     Obligations and other Indebtedness secured by Liens permitted under Section
     9.06(h)) up to but not exceeding $10,000,000 at any one time outstanding.

          9.08 Investments. The Borrower will not, nor will it permit any of its
Subsidiaries to, make or permit to remain outstanding any Investments except:

          (a) Investments outstanding on the date hereof and identified in Part
     B of Schedule IV;

          (b) operating deposit accounts with banks;

          (c) Permitted Investments;

          (d) Investments by the Borrower and its Subsidiaries in the Borrower
     and its Subsidiaries;

          (e) Hedging Agreements entered into in the ordinary course of business
     as bona fide hedges and not for speculative purposes; and

          (f) additional Investments (including, without limitation, Investments
     in foreign Subsidiaries) up to but not exceeding $5,000,000 in the
     aggregate.

          9.09 Restricted Payments. The Borrower will not, nor will it permit
any of its Subsidiaries to, declare or make any Restricted Payment at any time.
Nothing herein shall be deemed to prohibit the payment of dividends by any
Subsidiary of the Borrower to the Borrower or to any other Subsidiary of the
Borrower.

          9.10 Certain Financial Covenants.

          (a) Leverage Ratio. The Borrower will not permit the Leverage Ratio to
exceed the following respective ratios at any time during the following
respective periods:



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 68 -



                 Period                                Ratio
                 ------                                -----

         From the Closing Date
          through January 1, 1999                 3.50       to 1

         From January 2, 1999
          through January 1, 2000                 3.00       to 1

         From January 2, 2000
          and at all times thereafter             2.5        to 1

          (b) Interest Coverage Ratio. The Borrower will not permit the Interest
Coverage Ratio to exceed the following respective ratios at any time during the
following respective periods:

                 Period                                Ratio
                 ------                                -----

         From the Closing Date
          through January 1, 1999                 3.00       to 1

         From January 2, 1999
          through January 1, 2000                 3.50       to 1

         From January 2, 2000
          and at all times thereafter             4.0        to 1

          (c) Fixed Charges Ratio. The Borrower will not permit the Fixed
Charges Ratio to be less than 1.10 to 1.

          (d) Capital Expenditures. The Borrower will not permit the aggregate
amount of Capital Expenditures by the Borrower and its Subsidiaries to exceed
the respective amounts for the respective periods listed in Schedule IV hereto.

          9.11 Hedging Agreements. The Borrower will within 60 days of the
Closing Date enter into, and thereafter maintain in full force and effect, one
or more Hedging Agreements with one or more of the Lenders (and/or with a bank
or other financial institution having capital, surplus and undivided profits of
at least $500,000,000), that effectively enables the Borrower (in a manner
satisfactory to the Majority Lenders) to protect itself against interest rate
fluctuations as to a notional principal amount at least equal to $35,000,000.

          9.12 Lines of Business. The Borrower will not, nor will it permit any
of its Subsidiaries to, engage to any substantial extent in any line or lines of
business activity


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 69 -



other than the business referred to in the recitals of this Agreement.

          9.13 Transactions with Affiliates. Except as expressly permitted by
this Agreement, the Borrower will not, nor will it permit any of its
Subsidiaries to, directly or indirectly: (a) make any Investment in an
Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any
Property to an Affiliate; (c) merge into or consolidate with or purchase or
acquire Property from an Affiliate; or (d) enter into any other transaction
directly or indirectly with or for the benefit of an Affiliate (including,
without limitation, Guarantees and assumptions of obligations of an Affiliate);
provided that (x) any Affiliate who is an individual may serve as a director,
officer or employee of the Borrower or any of its Subsidiaries and receive
reasonable compensation for his or her services in such capacity and (y) the
Borrower and its Subsidiaries may enter into transactions (other than extensions
of credit by the Borrower or any of its Subsidiaries to an Affiliate) providing
for the leasing of Property, the rendering or receipt of services or the
purchase or sale of inventory and other Property in the ordinary course of
business if the monetary or business consideration arising therefrom would be
substantially as advantageous to the Borrower and its Subsidiaries as the
monetary or business consideration that would obtain in a comparable transaction
with a Person not an Affiliate.

          9.14 Restrictive Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrower or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets, or
(b) the ability of any Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the
Borrower or any other Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by this Agreement, (ii)
the foregoing shall not apply to restrictions and conditions existing on the
date hereof identified on Schedule II (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 70 -



Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by
any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing
such Indebtedness and (v) clause (a) of the foregoing shall not apply to
customary provisions in leases restricting the assignment thereof.

          9.15 Subsidiary Indebtedness. The Borrower will not permit its
Subsidiaries to maintain or incur any Indebtedness (excluding any Indebtedness
of a Subsidiary owned under the Loan Documents or owed to the Borrower or
another Subsidiary).

          9.16 Use of Proceeds. The Borrower will use the proceeds of the Loans
hereunder solely to finance the consummation of the Acquisition and to pay
related fees and expenses and the proceeds of the Revolving Credit Loans solely
to finance the consummation of the Acquisition and for general corporate
purposes (including working capital) of the Borrower and its subsidiaries in
ordinary course of business after the consummation of the Agreement (in
compliance with all applicable legal and regulatory requirements, including,
without limitation, Regulations G, T, U and X and the Securities Act of 1933 and
the Securities Exchange Act of 1934 and the regulations thereunder); provided
that neither the Administrative Agent nor any Lender shall have any
responsibility as to the use of any of such proceeds.

          9.17 Certain Obligations Respecting Subsidiaries.

          (a) Subsidiary Guarantors. The Borrower will take such action, and
will cause each of its Subsidiaries to take such action, from time to time as
shall be necessary to ensure that all Subsidiaries of the Borrower are
"Subsidiary Guarantors" hereunder. Without limiting the generality of the
foregoing, in the event that the Borrower or any of its Subsidiaries shall form
or acquire any new Subsidiary that shall constitute a Subsidiary hereunder, the
Borrower and its Subsidiaries will cause such new Subsidiary to

          (i) become a "Subsidiary Guarantor" hereunder, and a "Securing Party"
     under the Security Agreement pursuant to a Guarantee Assumption Agreement,

          (ii) cause such Subsidiary to take such action (including, without
     limitation, delivering such shares of stock, executing and delivering such
     Uniform Commercial Code


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 71 -



     financing statements) as shall be necessary to create and perfect valid and
     enforceable first priority Liens on substantially all of the personal
     Property of such new Subsidiary as collateral security for the obligations
     of such new Subsidiary hereunder and

          (iii) deliver such proof of corporate action, incumbency of officers,
     opinions of counsel and other documents as is consistent with those
     delivered by each Obligor pursuant to Section 7.01 on the Closing Date or
     as the Administrative Agent shall have requested.

Notwithstanding anything contained herein to the contrary, (x) no Subsidiary of
the Borrower that is organized and conducts substantially all of its business
outside of the United States of America (a "Foreign Subsidiary") shall be
required to become a "Subsidiary Guarantor" hereunder or a "Securing Party"
under the Security Agreement, (y) unless the Majority Lenders reasonably
determine that a Foreign Subsidiary (including its Subsidiaries) is material to
the Property, business, operations, financial condition, prospects or
liabilities of the Borrower and its Subsidiaries taken as a whole, no capital
stock of any Foreign Subsidiary shall be required to be pledged under the
Security Agreement and (z) notwithstanding the preceding clause (y), no more
than 65% of the voting stock of any Foreign Subsidiary shall be required to be
pledged under the Security Agreement.

          (b) Ownership of Subsidiaries. The Borrower will, and will cause each
of its Subsidiaries to, take such action from time to time as shall be necessary
to ensure that each of its Subsidiaries is a Wholly Owned Subsidiary. In the
event that any additional shares of stock shall be issued by any Subsidiary, the
respective Obligor agrees forthwith to deliver to the Administrative Agent
pursuant to the Security Agreement the certificates evidencing such shares of
stock, accompanied by undated stock powers executed in blank and to take such
other action as the Administrative Agent shall request to perfect the security
interest created therein pursuant to the Security Agreement.

          9.18 Modifications of Certain Documents. The Borrower will not consent
to any modification, supplement or waiver of any Acquisition Document without
the prior consent of the Administrative Agent (with the approval of the Majority
Lenders).



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 72 -



          9.19 Environmental Survey. If requested by the Majority Lenders and if
such request is consented to by the Administrative Agent, the Borrower shall
furnish to the Lenders no later than 90 days after such request an environmental
survey and assessment prepared by a firm of licensed engineers (familiar with
the identification of toxic and hazardous substances) in form and scope
satisfactory to the Majority Lenders, such environmental survey and assessment
to be based upon physical on-site inspections by such firm of each of the
existing sites and facilities owned, operated or leased by the Borrower and its
Subsidiaries, as well as an historical review of the uses of such sites and
facilities and of the business and operations of the Borrower and its
Subsidiaries (including any former Subsidiaries or divisions of the Borrower or
any of its Subsidiaries that have been disposed of prior to the date of such
survey and assessment and with respect to which the Borrower or any of its
Subsidiaries may have retained liability for Environmental Claims).

          Section 10. Events of Default. If one or more of the following events
(herein called "Events of Default") shall occur and be continuing:

          (a) the Borrower shall default in the payment of any principal of any
     Loan when due (whether at stated maturity or at mandatory or optional
     prepayment);

          (b) the Borrower shall default in the payment of any interest on any
     Loan, any fee or any other amount (other than an amount referred to in
     clause (a) of this Section 10) payable by it hereunder or under any other
     Loan Document when due and such default shall have continued unremedied for
     30 or more Business Days;

          (c) any representation, warranty or certification made or deemed made
     herein or in any other Loan Document (or in any modification or supplement
     hereto or thereto) by the Borrower or any of its Subsidiaries, or any
     certificate furnished to any Lender or the Administrative Agent pursuant to
     the provisions hereof or thereof, shall prove to have been false or
     misleading as of the time made or furnished in any material respect;

          (d) the Borrower shall default in the performance of any of its
     obligations under any of Sections 9.02, 9.05, 9.06 (except in cases where
     such default under 9.06 is involuntary), 9.07, 9.09, 9.10, 9.13, 9.14,
     9.15, 9.17 or 9.18 or any Obligor shall default in the performance of any


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 73 -



     of its obligations under Section 4.02 or 5.02 of the
     Secur ity Agreement;

          (e) any Obligor shall fail to observe or perform any covenant,
     condition or agreement contained in this Agreement (other than those
     specified in clause (a), (b) or (d) of this Section 10) or any other Loan
     Document and such failure shall continue unremedied for a period of 30 or
     more days after notice thereof to the Borrower by the Administrative Agent
     or any Lender (through the Administrative Agent);

          (f) the Borrower or any of its Subsidiaries shall default in the
     payment when due of any principal of or interest on any of its other
     Indebtedness aggregating $1,000,000 or more; or the Borrower or any of its
     Subsidiaries shall default in the payment when due of any amount
     aggregating $1,000,000 or more under any Hedging Agreement;

          (g) any event specified in any note, agreement, indenture or other
     document evidencing or relating to any other Indebtedness aggregating
     $1,000,000 or more of the Borrower or any of its Subsidiaries shall occur
     if the effect of such event is to cause, or (with the giving of any notice
     or the lapse of time or both) to permit the holder or holders of such
     Indebtedness (or a trustee or agent on behalf of such holder or holders) to
     cause, such Indebtedness to become due, or to be prepaid in full (whether
     by redemption, purchase, offer to purchase or otherwise), prior to its
     stated maturity or to have the interest rate thereon reset to a level so
     that securities evidencing such Indebtedness trade at a level specified in
     relation to the par value thereof; or any event specified in any Hedging
     Agreement shall occur if the effect of such event is to cause, or (with the
     giving of any notice or the lapse of time or both) to permit, termination
     or liquidation payment or payments aggregating $1,000,000 or more to become
     due];

          (h) a proceeding or case shall be commenced, without the application
     or consent of the Borrower or its affected Subsidiary, in any court of
     competent jurisdiction, seeking (i) its reorganization, liquidation,
     dissolution, arrangement or winding-up, or the composition or readjustment
     of its debts, (ii) the appointment of a receiver, custodian, trustee,
     examiner, liquidator or the like of the Borrower or such Subsidiary or of
     all or any substantial part of its Property, or (iii) similar relief in


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 74 -



     respect of the Borrower or such Subsidiary under any law relating to
     bankruptcy, insolvency, reorganization, winding-up, or composition or
     adjustment of debts, and such proceeding or case shall continue
     undismissed, or an order, judgment or decree approving or ordering any of
     the foregoing shall be entered and continue unstayed and in effect, for a
     period of 60 or more days; or an order for relief against the Borrower or
     any of its Subsidiaries shall be entered in an involuntary case under the
     Bankruptcy Code;

          (i) the Borrower or any of its Subsidiaries shall (i) apply for or
     consent to the appointment of, or the taking of possession by, a receiver,
     custodian, trustee, examiner or liquidator of itself or of all or a
     substantial part of its Property, (ii) make a general assignment for the
     benefit of its creditors, (iii) commence a voluntary case under the
     Bankruptcy Code, (iv) file a petition seeking to take advantage of any
     other law relating to bankruptcy, insolvency, reorganization, liquidation,
     dissolution, arrangement or winding-up, or composition or readjustment of
     debts, (v) fail to controvert in a timely and appropriate manner, or
     acquiesce in writing to, any petition filed against it in an involuntary
     case under the Bankruptcy Code or (vi) take any corporate action for the
     purpose of effecting any of the foregoing;

          (j) the Borrower or any of its Subsidiaries shall admit in writing its
     inability to, or be generally unable to, pay its debts as such debts become
     due;

          (k) a final judgment or judgments for the payment of money of
     $1,000,000 or more in the aggregate shall be rendered by one or more
     courts, administrative tribunals or other bodies having jurisdiction
     against the Borrower or any of its Subsidiaries and the same shall not be
     discharged (or provision shall not be made for such discharge), or a stay
     of execution thereof shall not be procured, within 30 days from the date of
     entry thereof and the Borrower or the relevant Subsidiary shall not, within
     such period of 30 days, or such longer period during which execution of the
     same shall have been stayed, appeal therefrom and cause the execution
     thereof to be stayed during such appeal;

          (l) an event or condition specified in Section 9.01(c) shall occur or
     exist with respect to any Plan or Multiemployer Plan and, as a result of
     such event or condition, together with all other such events or conditions,
     the Borrower or any ERISA Affiliate shall incur


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 75 -



     or in the opinion of the Majority Lenders shall be reasonably likely to
     incur a liability to a Plan, a Multiemployer Plan or the PBGC (or any
     combination of the foregoing) that, in the determination of the Majority
     Lenders, would (either individually or in the aggregate) have a Material
     Adverse Effect;

          (m) a reasonable basis shall exist for the assertion against the
     Borrower or any of its Subsidiaries, or any predecessor in interest of the
     Borrower or any of its Subsidiaries or Affiliates, of (or there shall have
     been asserted against the Borrower or any of its Subsidiaries) any claims
     or liabilities, whether accrued, absolute or contingent, based on or
     arising from the generation, storage, transport, handling or disposal of
     Hazardous Materials by the Borrower or any of its Subsidiaries, Affiliates
     or predecessors that, in the judgment of the Majority Lenders, are
     reasonably likely to be determined adversely to the Borrower or any of its
     Subsidiaries, and the amount thereof (either individually or in the
     aggregate) is reasonably likely to have a Material Adverse Effect (insofar
     as such amount is payable by the Borrower or any of its Subsidiaries but
     after deducting any portion thereof that is reasonably expected to be paid
     by other creditworthy Persons jointly and severally liable therefor);

          (n) Any one or more of the following shall occur and be continuing:

               (i) any "person" (as such term is used in Sections 13(d) and
          14(d) of the Securities and Exchange Act of 1934 (the "Exchange Act"))
          is or becomes the beneficial owner (as defined in Rules 13d-3 and
          13d-5 under the Exchange Act, except that a person shall be deemed to
          have "beneficial ownership" of all shares that any such person has the
          right to acquire, whether such right is exercisable immediately or
          only after the passage of time), directly or indirectly, of more than
          20% of the voting stock of Borrower; or

               (ii) during any period of two consecutive years, individuals who
          at the beginning of such period constituted the Board of Directors of
          the Borrower (together with any new directors whose election by such
          Board of Directors or whose nomination for election by the Borrower's
          shareholders was approved by a vote of a majority of the Borrower's
          directors then still in office who either were directors at the
          beginning of


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 76 -



          such period or whose election or nomination for election was
          previously so approved) cease for any reason to constitute a majority
          of the Borrower's directors then in office; or

          (o) the Liens created by the Security Documents shall at any time not
     constitute a valid and perfected Lien on the collateral intended to be
     covered thereby (to the extent perfection by filing, registration,
     recordation or possession is required herein or therein) in favor of the
     Administrative Agent, free and clear of all other Liens (other than Liens
     permitted under Section 9.06 or under the respective Security Documents),
     or, except for expiration in accordance with its terms, any of the Security
     Documents shall for whatever reason be terminated or cease to be in full
     force and effect, or the enforceability thereof shall be contested by any
     Obligor;

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (h) or (i) of this Section 10 with respect to any Obligor, the
Administrative Agent may, by notice to the Borrower, terminate the Commitments
and/or declare the principal amount then outstanding of, and the accrued
interest on, the Loans and all other amounts payable by the Obligors hereunder
and under the Notes (including, without limitation, any amounts payable under
Section 5.05) to be forthwith due and payable (provided that (A) if so requested
by the Majority Revolving Credit Lenders, the Administrative Agent shall take
such action with respect to the Revolving Credit Commitments and/or the
Revolving Credit Loans and such interest and other amounts to the extent owed to
the Revolving Credit Lender and (B) if so requested by the Majority Term Loan
Lenders, the Administrative Agent shall take such action with respect to the
Term Loan Commitments and the Term Loans and such interest and other amounts to
the extent owed to the Term Loan Lenders), whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by each
Obligor; and (2) in the case of the occurrence of an Event of Default referred
to in clause (h) or (i) of this Section 10 with respect to any Obligor, the
Commitments shall automatically be terminated and the principal amount then
outstanding of, and the accrued interest on, the Loans and all other amounts
payable by the Obligors hereunder and under the Notes (including, without
limitation, any amounts payable under Section 5.05) shall automatically become
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by each
Obligor.


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 77 -




          Section 11. The Administrative Agent and the Arranger.

          11.01 Appointment, Powers and Immunities. Each Lender hereby appoints
and authorizes the Administrative Agent to act as its agent hereunder and under
the other Loan Documents with such powers as are specifically delegated to the
Administrative Agent by the terms of this Agreement and of the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
The Administrative Agent (which term as used in this sentence and in Section
11.05 and the first sentence of Section 11.06 hereof shall include reference to
its affiliates and its own and its affiliates' officers, directors, employees
and agents):

          (a) shall have no duties or responsibilities except those expressly
     set forth in this Agreement and in the other Loan Documents, and shall not
     by reason of this Agreement or any other Loan Document be a trustee for any
     Lender;

          (b) shall not be responsible to the Lenders for any recitals,
     statements, representations or warranties contained in this Agreement or in
     any other Loan Document, or in any certificate or other document referred
     to or provided for in, or received by any of them under, this Agreement or
     any other Loan Document, or for the value, validity, effectiveness,
     genuineness, enforceability or sufficiency of this Agreement, any Note or
     any other Loan Document or any other document referred to or provided for
     herein or therein or for any failure by the Borrower or any other Person to
     perform any of its obligations hereunder or thereunder;

          (c) shall not, except to the extent expressly instructed by the
     Majority Lenders with respect to collateral security under the Security
     Documents, be required to initiate or conduct any litigation or collection
     proceedings hereunder or under any other Loan Document; and

          (d) shall not be responsible for any action taken or omitted to be
     taken by it hereunder or under any other Loan Document or under any other
     document or instrument referred to or provided for herein or therein or in
     connection herewith or therewith, except for its own gross negligence or
     willful misconduct.

The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 78 -



any such agents or attorneys-in-fact selected by it in good faith. The
Administrative Agent may deem and treat the payee (or Registered Holder, as the
case may be) of a Note as the holder thereof for all purposes hereof unless and
until a notice of the assignment or transfer thereof shall have been filed with
the Administrative Agent, together with the consent of the Borrower to such
assignment or transfer (to the extent required by Section 12.06(b) hereof).

          11.02 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telegram or
cable) reasonably believed by it to be genuine and correct and to have been
signed or sent by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel, independent accountants and other experts
selected by the Administrative Agent. As to any matters not expressly provided
for by this Agreement or any other Loan Document, the Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder or thereunder in accordance with instructions given by the Majority
Lenders, and such instructions of the Majority Lenders and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders.

          11.03 Defaults. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default unless the Administrative
Agent has received notice from a Lender or the Borrower specifying such Default
and stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 11.07 hereof) take such action
with respect to such Default as shall be directed by the Majority Lenders,
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interest of the Lenders except to
the extent that this Agreement expressly requires that such action be taken, or
not be taken, only with the consent or upon the authorization of the Majority
Lenders or all of the Lenders.

          11.04 Rights as a Lender. With respect to its Commitment and the Loans
made by it, LCPI (and any successor acting as Administrative Agent) in its
capacity as a Lender


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 79 -



hereunder shall have the same rights and powers hereunder as any other Lender
and may exercise the same as though it were not acting as the Administrative
Agent, and the term "Lender" or "Lenders" shall, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. LCPI
(and any successor acting as Administrative Agent) and its affiliates may
(without having to account therefor to any Lender) accept deposits from, lend
money to, make investments in and generally engage in any kind of banking, trust
or other business with the Credit Parties (and any of their Subsidiaries or
Affiliates) as if it were not acting as the Administrative Agent, and LCPI (and
any such successor) and its affiliates may accept fees and other consideration
from the Credit Parties for services in connection with this Agreement or
otherwise without having to account for the same to the Lenders.

          11.05 Indemnification. The Lenders agree to indemnify the
Administrative Agent and the Arranger (to the extent not reimbursed under
Section 12.04 hereof, but without limiting the obligations of the Borrower under
said Section 12.04) ratably in accordance with the aggregate principal amount of
the Loans held by the Lenders (or, if no Loans are at the time outstanding,
ratably in accordance with their respective Commitments), for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against the Administrative Agent or the
Arranger (including by any Lender) arising out of or by reason of any
investigation in or in any way relating to or arising out of this Agreement or
any other Loan Document or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby (including,
without limitation, the costs and expenses that the Borrower is obligated to pay
under Section 12.04 hereof, but excluding, unless a Default has occurred and is
continuing, normal administrative costs and expenses incident to the performance
of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the party to be indemnified.

          11.06 Non-Reliance on Administrative Agent, Arranger and Other
Lenders. Each Lender agrees that it has, independently and without reliance on
the Administrative Agent, the Arranger or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis of the Borrower and its Subsidiaries and decision to enter into this


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 80 -



Agreement and that it will, independently and without reliance upon the
Administrative Agent, the Arranger or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under this
Agreement or under any other Loan Document. Neither the Administrative Agent nor
the Arranger shall be required to keep itself informed as to the performance or
observance by any Credit Party of this Agreement or any of the other Loan
Documents or any other document referred to or provided for herein or therein or
to inspect the Properties or books of the Borrower or any of its Subsidiaries.
Except for notices, reports and other documents and information expressly
required to be furnished to the Lenders by the Administrative Agent hereunder or
under the Security Documents, neither the Administrative Agent nor the Arranger
shall have any duty or responsibility to provide any Lender with any credit or
other information concerning the affairs, financial condition or business of the
Borrower or any of its Subsidiaries (or any of their affiliates) that may come
into the possession of the Administrative Agent, the Arranger or any of their
respective affiliates.

          11.07 Failure to Act. Except for action expressly required of the
Administrative Agent hereunder and under the other Loan Documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction from the Lenders of their indemnification
obligations under Section 11.05 hereof against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

          11.08 Resignation or Removal of Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving notice thereof
to the Lenders and the Borrower, and the Administrative Agent may be removed at
any time with or without cause by the Majority Lenders. Upon any such
resignation or removal, the Majority Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Majority Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, that shall be a bank that
has an office in New York, New York. Upon the acceptance of any appointment as


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 81 -



Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. After any retiring Administrative Agent's resignation
or removal hereunder as Administrative Agent, the provisions of this Section 11
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent.

          11.09 Consents under Other Loan Documents. Except as otherwise
provided in Section 12.03 hereof with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Majority Lenders (but
not otherwise), consent to any modification, supplement or waiver under any of
the Loan Documents, provided that, without the prior consent of each Lender, the
Administrative Agent shall not (except as provided herein or in the Security
Documents) release any collateral or otherwise terminate any Lien under any
Security Document providing for collateral security, agree to additional
obligations being secured by such collateral security (unless the Lien for such
additional obligations shall be junior to the Lien in favor of the other
obligations secured by such Security Document, in which event the Administrative
Agent may consent to such junior Lien provided that it obtains the consent of
the Majority Lenders thereto), alter the relative priorities of the obligations
entitled to the benefits of the Liens created under the Security Documents or
release any guarantor under any Security Document from its guarantee obligations
thereunder, except that no such consent shall be required, and the
Administrative Agent is hereby authorized, to release any Lien covering Property
(and to release any such guarantor) that is the subject of either a disposition
of Property permitted hereunder or a disposition to which the Majority Lenders
have consented.

          11.10 Arranger. Except as provided in this Section 11, and in Section
12.06(b), the Arranger shall not have any rights or obligations under this
Agreement or in connection with the syndication of the Commitments hereunder,
other than in its capacity as a "Lender" hereunder.




                                Credit Agreement
                                ----------------

<PAGE>
                                     - 82 -



          Section 12. Miscellaneous.

          12.01 Notices. All notices, requests and other communications provided
for herein and in the Security Documents (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing (including, without limitation, by telecopy), delivered to
the intended recipient at the "Address for Notices" specified below its name on
the signature pages hereof (below the name of the Borrower, in the case of any
Subsidiary Guarantor); or, as to any party, at such other address as shall be
designated by such party in a notice to each other party. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when transmitted by telecopier or personally delivered or, in the
case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.

          12.02 Waiver. No failure on the part of the Administrative Agent or
any Lender to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement or any Note shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege under this Agreement or any Note preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

          Each Obligor irrevocably waives, to the fullest extent permitted by
applicable law, any claim that any action or proceeding commenced by the
Administrative Agent or any Lender relating in any way to this Agreement should
be dismissed or stayed by reason, or pending the resolution, of any action or
proceeding commenced by any Obligor relating in any way to this Agreement
whether or not commenced earlier. To the fullest extent permitted by applicable
law, the Obligors shall take all measures necessary for any such action or
proceeding commenced by the Administrative Agent or any Lender to proceed to
judgment prior to the entry of judgment in any such action or proceeding
commenced by any Obligor.

          12.03 Amendments, Etc. Except as otherwise expressly provided in this
Agreement, any provision of this Agreement may be modified or supplemented only
by an instrument in writing signed by the Borrower and the Majority Lenders, or
by the Borrower and the Administrative Agent acting with the consent of the
Majority Lenders, and any provision of this Agreement may be waived by the
Majority Lenders or by the Administrative Agent


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 83 -



acting with the consent of the Majority Lenders; provided that: (a) no
modification, supplement or waiver shall, unless by an instrument signed by all
of the Lenders or by the Administrative Agent acting with the consent of all of
the Lenders: (i) increase, or extend the term of any of the Commitments, or
extend the time or waive any requirement for the reduction or termination of any
of the Commitments, (ii) extend the date fixed for the payment of principal of
or interest on any Loan or any fee hereunder, (iii) reduce the amount of any
such payment of principal, (iv) reduce the rate at which interest is payable
thereon or any fee is payable hereunder, (v) alter the rights or obligations of
the Borrower to prepay Loans, (vi) alter the manner in which payments or
prepayments of principal, interest or other amounts hereunder shall be applied
as between the Lenders or Types or Classes of Loans, (vii) alter the terms of
this Section 12.03, (viii) modify the definition of the term "Majority Lenders",
"Majority Revolving Credit Lenders" or "Majority Term Loan Lenders", or modify
in any other manner the number or percentage of the Lenders required to make any
determinations or waive any rights hereunder or to modify any provision hereof,
(ix) release any Subsidiary Guarantor from any of its guarantee obligations
under Section 6, or (x) waive any of the conditions precedent set forth in
Section 7.01; (b) any modification or supplement of Section 11, or of any of the
rights or duties of the Administrative Agent hereunder, shall require the
consent of the Administrative Agent; and (c) any modification or supplement of
Section 6 shall require the consent of each Subsidiary Guarantor.

          Anything in this Agreement to the contrary notwithstanding, no waiver
or modification of any provision of this Agreement that has the effect (either
immediately or at some later time) of enabling the Borrower to satisfy a
condition precedent to the making of a Revolving Credit Loan shall be effective
against the Revolving Credit Lenders for the purposes of the Revolving Credit
Commitments unless the Majority Revolving Credit Lenders shall have concurred
with such waiver or modification.

          12.04 Expenses, Etc. The Borrower agrees to pay or reimburse each of
the Lenders, LCPI and the Administrative Agent for: (a) all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including, without
limitation, the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy,
special New York counsel to LCPI) in connection with (i) the negotiation,
preparation, execution and delivery of this Agreement and the other Loan
Documents and the making of the Loans hereunder and (ii) the negotiation or
preparation of any


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 84 -



modification, supplement or waiver of any of the terms of this Agreement or any
of the other Loan Documents (whether or not consummated); (b) all reasonable
out-of-pocket costs and expenses of the Lenders and the Administrative Agent
(including, without limitation, the reasonable fees and expenses of legal
counsel) in connection with (i) any Default and any enforcement or collection
proceedings resulting therefrom, including, without limitation, all manner of
participation in or other involvement with (x) bankruptcy, insolvency,
receivership, foreclosure, winding up or liquidation proceedings, (y) judicial
or regulatory proceedings and (z) workout, restructuring or other negotiations
or proceedings (whether or not the workout, restructuring or transaction
contemplated thereby is consummated) and (ii) the enforcement of this Section
12.04; and (c) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any of the other Loan Documents or any other
document referred to herein or therein and all costs, expenses, taxes,
assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated by
any Security Document or any other document referred to therein.

          The Borrower hereby agrees to indemnify the Administrative Agent,
LCPI, the Arranger and each Lender and their respective directors, officers,
employees, attorneys and agents from, and hold each of them harmless against,
any and all losses, liabilities, claims, damages or expenses incurred by any of
them (including, without limitation, any and all losses, liabilities, claims,
damages or expenses incurred by the Administrative Agent to any Lender, whether
or not the Administrative Agent or any Lender is a party thereto) arising out of
or by reason of any investigation or litigation or other proceedings (including
any threatened investigation or litigation or other proceedings) relating to the
Loans hereunder or any actual or proposed use by the Borrower or any of its
Subsidiaries of the proceeds of any of the Loans hereunder, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified). Without limiting the generality of the foregoing, the Borrower
will (x) indemnify the Administrative Agent for any payments that the
Administrative Agent is required to make under any indemnity issued to any bank
referred to in Section 4.02 of the Security Agreement to which remittances in
respect of Accounts, as defined therein, are to be made and (y) indemnify


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 85 -



the Administrative Agent, LCPI, the Arranger and each Lender from, and hold the
Administrative Agent, LCPI, the Arranger and each Lender harmless against, any
losses, liabilities, claims, damages or expenses described in the preceding
sentence (but excluding, as provided in the preceding sentence, any loss,
liability, claim, damage or expense incurred by reason of the gross negligence
or willful misconduct of the Person to be indemnified) arising under any
Environmental Law as a result of the past, present or future operations of the
Borrower or any of its Subsidiaries (or any predecessor in interest to the
Borrower or any of its Subsidiaries), or the past, present or future condition
of any site or facility owned, operated or leased at any time by the Borrower or
any of its Subsidiaries (or any such predecessor in interest), or any Release or
threatened Release of any Hazardous Materials at or from any such site or
facility, excluding any such Release or threatened Release that shall occur
during any period when the Administrative Agent or any Lender shall be in
possession of any such site or facility following the exercise by the
Administrative Agent or any Lender of any of its rights and remedies hereunder
or under any of the Security Documents, but including any such Release or
threatened Release occurring during such period that is a continuation of
conditions previously in existence, or of practices employed by the Borrower and
its Subsidiaries, at such site or facility.

          12.05 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

          12.06 Assignments and Participations.

          (a) No Obligor may assign any of its rights or obligations hereunder
or under the Notes without the prior consent of all of the Lenders and the
Administrative Agent.

          (b) Each Lender may assign any of its Loans, its Notes and its
Commitments (but only with the consent of the Administrative Agent and the
Arranger and, in the case of an outstanding Commitment, the Borrower); provided
that

          (i) no such consent by the Borrower, the Administrative Agent or the
     Arranger shall be required in the case of any assignment (x) to another
     Lender or (y) under which the Arranger is the assignor or the assignee;

          (ii) except to the extent the Borrower, the Administrative Agent and
     the Arranger shall otherwise


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 86 -



     consent, any such partial assignment (other than to another Lender) shall
     be in an amount at least equal to $5,000,000;

          (iii) each such assignment by a Lender of its Revolving Credit Loans,
     Revolving Credit Note or Revolving Credit Commitment shall be made in such
     manner so that the same portion of its Revolving Credit Loans, Revolving
     Credit Note and Revolving Credit Commitment is assigned to the respective
     assignee; and

          (iv) each such assignment by a Lender of its Term Loans or Term Loan
     Commitment shall be made in such manner so that the same portion of its
     Term Loans and Term Loan Commitment is assigned to the respective assignee
     provided further that any consent of the Borrower otherwise required under
     this paragraph shall not be required if an Event of Default under clause
     (h) or (i) of Section 10 has occurred and is continuing. Upon execution and
     delivery by the assignee to the Borrower and the Administrative Agent of an
     instrument in writing pursuant to which such assignee agrees to become a
     "Lender" hereunder (if not already a Lender) having the Commitment(s) and
     Loans specified in such instrument, and upon consent thereto by the
     Borrower, the Administrative Agent and the Arranger to the extent required
     above, the assignee shall have, to the extent of such assignment (unless
     otherwise consented to by the Borrower the Administrative Agent and the
     Arranger, the obligations, rights and benefits of a Lender hereunder
     holding the Commitment(s) and Loans (or portions thereof) assigned to it
     (in addition to the Commitment(s) and Loans, if any, theretofore held by
     such assignee) and the assigning Lender shall, to the extent of such
     assignment, be released from the Commitment(s) (or portion(s) thereof) so
     assigned. Upon each such assignment the assigning Lender shall pay the
     Administrative Agent an assignment fee of $2,000 provided that no fee shall
     be payable if the Arranger is the assignor or the assignee pursuant to such
     assignment.

          (c) A Lender may sell or agree to sell to one or more other Persons
(each a "Participant") a participation in all or any part of any Loans held by
it, or in its Commitments, provided that such Participant shall not have any
rights or obligations under this Agreement or any Note or any other Loan
Document (the Participant's rights against such Lender in respect of such
participation to be those set forth in the agreements executed by such Lender in
favor of the Participant). All amounts payable by the Borrower to any Lender
under Section 5 in respect of Loans held by it and its Commitments shall be
determined as if such


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 87 -



Lender had not sold or agreed to sell any participations in such Loans and
Commitments, and as if such Lender were funding each of such Loans and
Commitments in the same way that it is funding the portion of such Loans and
Commitments in which no participations have been sold. In no event shall a
Lender that sells a participation agree with the Participant to take or refrain
from taking any action hereunder or under any other Loan Document except that
such Lender may agree with the Participant that it will not, without the consent
of the Participant, agree to (i) increase or extend the term of such Lender's
related Commitment, (ii) extend the date fixed for the payment of principal of
or interest on the related Loan or Loans or any portion of any fee hereunder
payable to the Participant, (iii) reduce the amount of any such payment of
principal, (iv) reduce the rate at which interest is payable thereon, or any fee
hereunder payable to the Participant, to a level below the rate at which the
Participant is entitled to receive such interest or fee or (v) consent to any
modification, supplement or waiver hereof or of any of the other Loan Documents
to the extent that the same, under Section 11.09 or 12.03, requires the consent
of each Lender.

          (d) In addition to the assignments and participations permitted under
the foregoing provisions of this Section 12.06, any Lender may (without notice
to the Borrower, the Administrative Agent, the Arranger or any other Lender and
without payment of any fee) assign and pledge all or any portion of its Loans
and its Notes to any Federal Reserve Bank as collateral security pursuant to
Regulation A and any Operating Circular issued by such Federal Reserve Bank, and
such Loans and Notes shall be fully transferrable as provided therein. No such
assignment shall release the assigning Lender from its obligations hereunder.

          (e) A Lender may furnish any information concerning the Borrower or
any of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants).

          (f) Anything in this Section 12.06 to the contrary notwithstanding, no
Lender may assign or participate any interest in any Loan held by it hereunder
to the Borrower or any of its Affiliates or Subsidiaries without the prior
consent of each Lender.

          (g) At the request of any Lender that is not a U.S. Person and is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code, the Borrower
shall maintain, or


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 88 -



cause to be maintained, a register (the "Register") that, at the request of the
Borrower, shall be kept by the Administrative Agent on behalf of the Borrower at
no charge to the Borrower at the address to which notices to the Administrative
Agent are to be sent hereunder, on which it enters the name of such Lender as
the registered owner of each Registered Loan held by such Lender. A Registered
Loan (and the Registered Note, if any, evidencing the same) may be assigned or
otherwise transferred in whole or in part by registration of such assignment or
transfer on the Register (and each Registered Note shall expressly so provide).
Any assignment or transfer of all or part of such Loan (and the Registered Note,
if any, evidencing the same) may be effected by registration of such assignment
or transfer on the Register, together with the surrender of the Registered Note,
if any, evidencing the same duly endorsed by (or accompanied by a written
instrument of assignment or transfer duly executed by) the holder of such
Registered Note, whereupon, at the request of the designated assignee(s) or
transferee(s), one or more new Registered Notes in the same aggregate principal
amount shall be issued to the designated assignee(s) or transferee(s). Prior to
the registration of assignment or transfer of any Registered Loan (and the
Registered Note, if any, evidencing the same), the Borrower shall treat the
Person in whose name such Loan (and the Registered Note, if any, evidencing the
same) is registered as the owner thereof for the purpose of receiving all
payments thereon and for all other purposes, notwithstanding notice to the
contrary.

          (h) The Register shall be available for inspection by the Borrower and
any Lender that is a Registered Holder at any reasonable time upon reasonable
prior notice.

          12.07 Survival. The obligations of the Borrower under Sections 5.01,
5.05, 5.06 and 12.04, the obligations of each Subsidiary Guarantor under Section
6.03, and the obligations of the Lenders under Section 11.05, shall survive the
repayment of the Loans and the termination of the Commitments and, in the case
of any Lender that may assign any interest in its Commitment(s) or Loans
hereunder, shall survive the making of such assignment, notwithstanding that
such assigning Lender may cease to be a "Lender" hereunder. In addition, each
representation and warranty made, or deemed to be made by a notice of any Loan,
herein or pursuant hereto shall survive the making of such representation and
warranty, and no Lender shall be deemed to have waived, by reason of making any
Loan hereunder, any Default that may arise by reason of such representation or
warranty proving to have been false or misleading in any material respect,
notwithstanding that such Lender or the Administrative Agent may


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 89 -



have had notice or knowledge or reason to believe that such representation or
warranty was false or misleading at the time such Loan was made.

          12.08 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

          12.09 Governing Law; Submission to Jurisdiction. This Agreement and
the Notes shall be governed by, and construed in accordance with, the law of the
State of New York. Each Obligor hereby submits to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York and of
the Supreme Court of the State of New York sitting in New York County (including
its Appellate Division), and of any other appellate court in the State of New
York, for the purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby. Each Obligor hereby
irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

          12.10 WAIVER OF JURY TRIAL. EACH OF THE OBLIGORS, THE ADMINISTRATIVE
AGENT, THE ARRANGER AND EACH LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

          12.11 Captions. The table of contents and captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 90 -



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.


                               INTERNATIONAL TELECOMMUNICATION
                               DATA SYSTEMS, INC.


                               By  /s/ Peter P. Bassermann
                                  ---------------------------------
                               Name:  Peter P. Bassermann
                               Title: President and
                               Chief Executive Officer

                               Address for Notices:

                               International Telecommunication
                               Data Systems, Inc.
                               225 High Ridge Road
                               Stamford, CT 06905

                               Attention: Peter Masanotti, Esq.

                               Telecopier No.: 203-316-4886

                               Telephone No.:  203-321-1300 x259



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 91 -




                                     LENDERS
                                     -------

Revolving Credit Commitment         LEHMAN COMMERCIAL PAPER INC.
$30,000,000

Term Loan Commitment
$70,000,000
                                     By  /s/ Dennis J. Dee
                                         -----------------------------------
                                         Name:  Dennis J. Dee
                                         Title: Authorized Signatory

                                         Lending Office for Base Rate Loans:

                                         Lehman Commercial Paper Inc.
                                         3 World Financial Center
                                         16th Floor
                                         New York, New York  10285


                                         Lending Office for Eurodollar
                                         Loans:

                                         Lehman Commercial Paper Inc.
                                         3 World Financial Center
                                         16th Floor
                                         New York, New York  10285


                                         Address for Notices:

                                         Lehman Commercial Paper Inc.
                                         3 World Financial Center
                                         16th Floor
                                         New York, New York  10285

                                         Attention: Michelle Zorn

                                         Telecopier No.:  212-528-7471

                                         Telephone No.:   212-526-8625



                                Credit Agreement
                                ----------------

<PAGE>
                                     - 92 -




                                         LEHMAN COMMERCIAL PAPER INC.,
                                         as Administrative Agent


                                         By  /s/ Dennis J. Dee
                                             -----------------------------------
                                             Name:  Dennis J. Dee
                                             Title: Authorized Signatory

                                         Address for Notices to LCPI
                                         as Administrative Agent:

                                         Lehman Commercial Paper Inc.
                                         3 World Financial Center
                                         16th Floor
                                         New York, New York  10285

                                         Attention: Michelle Zorn

                                         Telecopier No.:  212-528-7471

                                         Telephone No.:   212-526-8625


                                         LEHMAN COMMERCIAL PAPER INC.,
                                         as Arranger


                                          By  /s/ Dennis J. Dee
                                              ---------------------------------
                                              Name:  Dennis J. Dee
                                              Title: Authorized Signatory




                                Credit Agreement
                                ----------------
0
<PAGE>




                                                                      SCHEDULE I

                          Material Agreements and Liens
                          -----------------------------


    [See Section 7.01(i), Section 8.16, Section 9.06(b) and Section 9.07(b)]


Part A - Material Agreements

         First Union Bank Letter of Credit for approximately $250,000


Part B - Liens

         UCC filings for Leased Equipment

         First Union Bank Letter of Credit for approximately $250,000





                         Schedule I to Credit Agreement
                         ------------------------------

<PAGE>



                                                                     SCHEDULE II

                             Restrictive Agreements
                             ----------------------


                               [See Section 9.14]


                                      None










                         Schedule II to Credit Agreement
                         -------------------------------

<PAGE>



                                                                    SCHEDULE III

                          Subsidiaries and Investments


                     [See Section 8.17 and Section 9.08(a)]


Part A - Subsidiaries

     ITDS Ltda, a Brazilian Limited Liability Company. MDS, Inc. holds a 99%
     quota and ITDS Holding Company LLC holds a 1% quota.

     MDS, Inc., a Delaware corporation. The Borrower holds 100% of the issued
     and outstanding capital stock.

     ITDS Holding Company LLC, a Delaware Limited Liability Company. The sole
     member is MDS, Inc.

     ITDS Intelicom Services, Inc., a Delaware corporation. The Borrower holds
     100% of the issued and outstanding capital stock upon the closing of the
     Acquisition.


Part B - Investments

     Approximately $35,000,000 brokered through Lehman Brothers of which
     approximately $25,000,000 is held in overnight treasuries and approximately
     $10,000,000 is held in bank deposits.





                        Schedule III to Credit Agreement
                        --------------------------------

<PAGE>


                                                                     SCHEDULE IV

                              Capital Expenditures
                              --------------------


                             [See Section 9.10(d)]


                 Period                                   Amount
                 ------                                   ------

         From the Closing Date
          through December 31, 1998                      $7,500,000

         From January 1, 1999
          through December 31, 1999                      $7,500,000

         Per annum amount for
          each calendar year thereafter                  $5,000,000








                         Schedule IV to Credit Agreement
                         -------------------------------

<PAGE>



                                                                     EXHIBIT A-1


                         [Form of Revolving Credit Note]

                                 PROMISSORY NOTE


$_______________                                                 January 2, 1998
                                                              New York, New York

          FOR VALUE RECEIVED, INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS,
INC., a Delaware corporation (the "Borrower"), hereby promises to pay to
__________________ (the "Lender") [or registered assigns](1), for account of its
respective Applicable Lending Offices provided for by the Credit Agreement
referred to below, at the principal office of Lehman Commercial Paper Inc. at 3
World Financial Center, New York, New York 10285, the principal sum of
_______________ Dollars (or such lesser amount as shall equal the aggregate
unpaid principal amount of the Revolving Credit Loans made by the Lender to the
Borrower under the Credit Agreement), in lawful money of the United States of
America and in immediately available funds, on the dates and in the principal
amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount of each such Revolving Credit Loan, at such office, in like
money and funds, for the period commencing on the date of such Revolving Credit
Loan until such Revolving Credit Loan shall be paid in full, at the rates per
annum and on the dates provided in the Credit Agreement.

          [This Note and the Loans evidenced hereby may be transferred in whole
or in part only by registration of such transfer on the register maintained for
such purpose by or on behalf of the Borrower as provided in Section 12.06(g) of
the Credit Agreement.]

          The date, amount, Type, interest rate and duration of Interest Period
(if applicable) of each Revolving Credit Loan made by the Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by the Lender on its books and, prior to any transfer of this Note,
endorsed by the Lender on the schedule attached hereto or any continuation
thereof, provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment
when due of any amount owing under the Credit Agreement or hereunder in respect
of the Revolving Credit Loans made by the Lender. 


-------- 
(1) Bracketed language to be inserted into Registered Notes


                              Revolving Credit Note
                              ---------------------

<PAGE>
                                     - 2 -



          This Note is one of the Revolving Credit Notes [(constituting a
Registered Note)] referred to in the Credit Agreement dated as of January 2,
1998 (as modified and supplemented and in effect from time to time, the "Credit
Agreement") between the Borrower, the Subsidiary Guarantors party thereto, the
lenders party thereto (including the Lender) and Lehman Commercial Paper Inc, as
Administrative Agent and Arranger, and evidences Revolving Credit Loans made by
the Lender thereunder. Terms used but not defined in this Note have the
respective meanings assigned to them in the Credit Agreement.

          The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Loans
upon the terms and conditions specified therein.

          Except as permitted by Section 12.06 of the Credit Agreement, this
Note may not be assigned by the Lender to any other Person.

          This Note shall be governed by, and construed in accordance with, the
law of the State of New York.


                                INTERNATIONAL TELECOMMUNICATION
                                DATA SYSTEMS, INC.


                                By _________________________
                                   Title:


                              Revolving Credit Note
                              ---------------------

<PAGE>
                                     - 3 -





                       SCHEDULE OF REVOLVING CREDIT LOANS

          This Note evidences Revolving Credit Loans made, Continued or
Converted under the within-described Credit Agreement to the Borrower, on the
dates, in the principal amounts, of the Types, bearing interest at the rates and
having Interest Periods (if applicable) of the durations set forth below,
subject to the payments, Continuations, Conversions and prepayments of principal
set forth below:



                                                   Amount
  Date                                              Paid,
  Made,     Principal                   Duration   Prepaid,  
Continued    Amount    Type               of      Continued   Unpaid
  or          of        of   Interest   Interest     or      Principal  Notation
Converted    Loan      Loan    Rate     Period    Converted    Amount   Made by
---------   ------     ----  --------   --------  ---------   -------   --------




                              Revolving Credit Note
                              ---------------------

<PAGE>



                                                                     EXHIBIT A-2


                            [Form of Term Loan Note]

                                 PROMISSORY NOTE


$_______________                                                 January 2, 1998
                                                              New York, New York

          FOR VALUE RECEIVED, INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS,
INC., a Delaware corporation (the "Borrower"), hereby promises to pay to
__________________ (the "Lender") [or registered assigns](1), for account of its
respective Applicable Lending Offices provided for by the Credit Agreement
referred to below, at the principal office of Lehman Commercial Paper Inc. at 3
World Financial Center, New York, New York 10285, the principal sum of
_______________ Dollars (or such lesser amount as shall equal the aggregate
unpaid principal amount of the Term Loans made by the Lender to the Borrower
under the Credit Agreement), in lawful money of the United States of America and
in immediately available funds, on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount of each such Term Loan, at such office, in like money and funds, for the
period commencing on the date of such Term Loan until such Term Loan shall be
paid in full, at the rates per annum and on the dates provided in the Credit
Agreement.

          [This Note and the Loans evidenced hereby may be transferred in whole
or in part only by registration of such transfer on the register maintained for
such purpose by or on behalf of the Borrower as provided in Section 12.06(g) of
the Credit Agreement.]

          The date, amount, Type, interest rate and duration of Interest Period
(if applicable) of each Term Loan made by the Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the
Lender on its books and, prior to any transfer of this Note, endorsed by the
Lender on the schedule attached hereto or any continuation thereof, provided
that the failure of the Lender to make any such recordation or endorsement shall
not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder in respect of the Term
Loans made by the Lender.

--------
  (1)   Bracketed language to be inserted into Registered Notes



                                 Term Loan Note
                                 --------------

<PAGE>


                                      - 2 -


          This Note is one of the Term Loan Notes [(constituting a Registered
Note)] referred to in the Credit Agreement dated as of January 2, 1998 (as
modified and supplemented and in effect from time to time, the "Credit
Agreement") between the Borrower, the Subsidiary Guarantors party thereto, the
lenders party thereto (including the Lender) and Lehman Commercial Paper Inc, as
Administrative Agent and Arranger, and evidences Term Loans made by the Lender
thereunder. Terms used but not defined in this Note have the respective meanings
assigned to them in the Credit Agreement.

          The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Term
Loans upon the terms and conditions specified therein.

          Except as permitted by Section 12.06 of the Credit Agreement, this
Note may not be assigned by the Lender to any other Person.

                  This Note shall be governed by, and  construed  in  accordance
with, the law of the State of New York.


                                       INTERNATIONAL TELECOMMUNICATION
                                         DATA SYSTEMS, INC.


                                       By  _______________________________
                                           Title:






                                 Term Loan Note
                                 --------------

<PAGE>


                                      - 3 -



                             SCHEDULE OF TERM LOANS

          This Note evidences Term Loans made, Continued or Converted under the
within-described Credit Agreement to the Borrower, on the dates, in the
principal amounts, of the Types, bearing interest at the rates and having
Interest Periods (if applicable) of the durations set forth below, subject to
the payments, Continuations, Conversions and prepayments of principal set forth
below:


                                                  Amount
  Date                                             Paid,
  Made,     Principal                  Duration   Prepaid,
Continued    Amount    Type               of     Continued    Unpaid
   or         of        of   Interest  Interest     or       Principal  Notation
Converted    Loan      Loan    Rate     Period    Converted   Amount    Made by
---------   ------     ----  --------  --------   ---------   ------    -------





                                 Term Loan Note
                                 --------------